IN
CLAUSES (A) THROUGH (E) OF SECTION 9.1 HEREOF, HAS OCCURRED AND IS CONTINUING
AND NO CONDITION EXISTS WHICH, WITH THE GIVING OF NOTICE OR THE LAPSE OF TIME,
OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT OR A DEFAULT UNDER ANY AGREEMENT
OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH THE COMPANY IS OR MAY
BE BOUND OR TO WHICH ANY OF THE PROPERTY OR ASSETS OF THE COMPANY IS OR MAY BE
SUBJECT WHICH WOULD IMPAIR IN ANY MATERIAL RESPECT ITS ABILITY TO CARRY OUT ITS
OBLIGATIONS UNDER THIS AGREEMENT, THE SUPPLEMENTAL INDENTURE, THE FIRST MORTGAGE
BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
NEITHER THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, THE SUPPLEMENTAL INDENTURE, THE FIRST MORTGAGE
BONDS, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE
INDENTURE, NOR THE FULFILLMENT OF OR COMPLIANCE WITH THE TERMS AND CONDITIONS
HEREOF OR THEREOF CONFLICTS WITH OR RESULTS IN A BREACH OF THE TERMS, CONDITIONS
OR PROVISIONS OF ANY CORPORATE RESTRICTION OR ANY AGREEMENT OR INSTRUMENT TO
WHICH COMPANY IS NOW A PARTY OR BY WHICH IT IS BOUND, OR CONSTITUTES A DEFAULT
UNDER ANY OF THE FOREGOING, OR RESULTS IN THE CREATION OR IMPOSITION OF ANY
PROHIBITED LIEN, CHARGE OR ENCUMBRANCE WHATSOEVER UPON ANY OF THE PROPERTY OR
ASSETS OF COMPANY UNDER THE TERMS OF ANY INSTRUMENT OR AGREEMENT.
(G)
COMPANY INTENDS TO CONTINUE TO OPERATE OR CAUSE THE 1993 PROJECT
TO BE OPERATED AS SOLID WASTE DISPOSAL FACILITIES AND FACILITIES FUNCTIONALLY
RELATED AND SUBORDINATE TO SUCH FACILITIES UNTIL ALL OF THE 2004 SERIES A BONDS
ARE PAID AND DISCHARGED.
(H)
NO PORTION OF THE PROCEEDS OF 2004 SERIES A BONDS WILL BE INVESTED
AT A YIELD IN EXCESS OF THE YIELD ON THE 2004 SERIES A BONDS EXCEPT (I) DURING
ANY PERMITTED TEMPORARY PERIOD PROVIDED BY THE CODE, (II) PROCEEDS OF A
REASONABLY REQUIRED RESERVE OR REPLACEMENT FUND AND (III) AS PART OF A MINOR
PORTION OF THE PROCEEDS OF THE 2004 SERIES A BONDS, NOT IN EXCESS OF THE LESSER
OF 5% OF THE PROCEEDS OF THE 2004 SERIES A BONDS OR $100,000.
AS USED HEREIN,
"YIELD" SHALL HAVE THE MEANING ASSIGNED TO IT FOR PURPOSES OF SECTION 148 OF THE
CODE AND APPLICABLE TAX REGULATIONS.
7
(I)
NO PORTION OF THE PROCEEDS FROM THE SALE OF THE 2004 SERIES A
BONDS WILL BE DEPOSITED TO THE ACCOUNT OF ANY REASONABLY REQUIRED RESERVE OR
REPLACEMENT FUND OR USED TO PAY (I) ANY COSTS OF ISSUANCE OF THE 2004 SERIES A
BONDS OR (II) ANY REDEMPTION PREMIUM OR ACCRUED INTEREST ON THE REFUNDED 1993
SERIES A BONDS, BUT SUCH PROCEEDS WILL BE APPLIED AND USED SOLELY AND
EXCLUSIVELY TO REFUND, PAY AND DISCHARGE THE OUTSTANDING PRINCIPAL AMOUNT OF THE
REFUNDED 1993 SERIES A BONDS ON OR PRIOR TO THE 90TH DAY AFTER THE ISSUANCE OF
THE 2004 SERIES A BONDS.
(J)
COMPANY WILL PROVIDE ANY ADDITIONAL MONEYS, INCLUDING INVESTMENT
PROCEEDS OF THE 2004 SERIES A BONDS, REQUIRED FOR THE PAYMENT AND