FORTH THE FACTS, ESTIMATES AND CIRCUMSTANCES AND
REASONABLE EXPECTATIONS OF COMPANY ON THE DATE OF DELIVERY OF AND PAYMENT FOR
THE 2005 SERIES A BONDS REGARDING THE AMOUNT AND USE OF THE PROCEEDS OF THE 2005
SERIES A BONDS AND RELATED MATTERS.
IN THE EVENT ANY SUCH REPRESENTATION OF
COMPANY RELIED UPON BY THE ISSUER IS UNTRUE OR INACCURATE AND ISSUER THEREBY
SUFFERS COSTS OR DAMAGES, COMPANY SHALL INDEMNIFY ISSUER FOR ANY SUCH COSTS OR
DAMAGES.
(D)
CONSISTENT WITH THE FOREGOING, COMPANY COVENANTS AND CERTIFIES TO
THE ISSUER AND TO AND FOR THE BENEFIT OF THE PURCHASERS OF THE 2005 SERIES A
BONDS, THAT NO USE WILL BE MADE OF THE PROCEEDS OF THE SALE OF THE 2005 SERIES A
BONDS WHICH WOULD CAUSE THE 2005 SERIES A BONDS TO BE CLASSIFIED AS "ARBITRAGE
BONDS" WITHIN THE MEANING OF SECTIONS 103(B)(2) AND 148 OF THE CODE AND THAT
COMPANY AND ISSUER WILL, AFTER ISSUANCE OF THE 2005 SERIES A BONDS, COMPLY WITH
THE PROVISIONS OF THE CODE AT ALL TIMES, INCLUDING AFTER THE 2005 SERIES A BONDS
ARE DISCHARGED, TO THE EXTENT EXCESS EARNINGS WITH RESPECT TO THE 2005 SERIES A
BONDS ARE REQUIRED TO BE REBATED TO THE UNITED STATES OF AMERICA PURSUANT TO
SECTION 148(F)(2) OF THE CODE.
PURSUANT TO SUCH COVENANT, ISSUER AND COMPANY
OBLIGATE THEMSELVES THROUGHOUT THE TERM OF THIS AGREEMENT AND THEREAFTER NOT TO
VIOLATE THE REQUIREMENTS OF SECTION 148 OF THE CODE.
13
(E)
COMPANY WARRANTS, REPRESENTS AND CERTIFIES TO ISSUER THAT THE
PROCEEDS OF THE REFUNDED 1995 SERIES A BONDS WERE APPLIED AND INVESTED IN
COMPLIANCE WITH THE CURRENT REQUIREMENTS OF SECTION 149(G) OF THE CODE AND THAT
CONSEQUENTLY THE 2005 SERIES A BONDS WILL NOT BE "HEDGE BONDS" UNDER SUCH
SECTION 149(G) OF THE CODE.
(F)
COMPANY HEREBY COVENANTS AND AGREES THAT IT WILL AT ALL TIMES
COMPLY WITH THE PROVISIONS OF SECTION 148, INCLUDING SECTION 148(F) OF THE CODE
AND WITH SECTION 6.06 OF THE INDENTURE.
SPECIFICALLY, COMPANY SHALL CARRY OUT,
DO AND PERFORM ALL ACTS STIPULATED TO BE PERFORMED BY COMPANY PURSUANT TO SUCH
SECTION 6.06 OF THE INDENTURE.
COMPANY SHALL FURTHER UNDERTAKE TO ASSURE AND
CAUSE REBATE PAYMENTS TO BE CALCULATED AND MADE TO THE UNITED STATES OF AMERICA
IN ACCORDANCE WITH SECTION 148(F)(2) OF THE CODE FROM MONEYS ON DEPOSIT IN THE
REBATE FUND FROM TIME TO TIME AFTER THE END OF EACH COMPUTATION PERIOD, AS
DEFINED IN THE INDENTURE, AND FOLLOWING DISCHARGE OF THE 2005 SERIES A BONDS.
COMPANY ALSO COVENANTS TO TAKE ALL NECESSARY ACTS AND STEPS AS REQUIRED TO CAUSE
ISSUER TO COMPLY WITH THE PROVISIONS OF SECTION 7.03 OF THE INDENTURE.
Section 4.5.
Opinion of Bond Counsel.
Company need not comply with
the covenants or representations in Section 4.4 if and to the extent that Issuer
and Company (with a copy to Trustee) receive a written opinion of Bond Counsel
that such failure to comply will not affect adversely the exclusion of interest
on any of the 2005 Series A Bonds from gross