2001-049-ORD AUTHORIZING ISSUANCE, SALE AND DELIVERY OF COP TAX ADN REVENUE REFUNDING BONDS SERIES 2001

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Ihe Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consislent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including withoullirnilation the bondholders. The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code. Section IS. ALLOCATION OF. AND LIMITATION ON. EXPENDITURES FOR THE PROJECT. The Issuer covenants to accounl for the expenditure of sale proceeds and investment earnings 10 be used for the purposes described in Section I of this Ordinance (the "Project") on its books and records by allocating proceeds to expenditures within 18 months of the laler of the dale that (I) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, Ihe Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affecl the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affecl the excludability for federal income tax purposes from gross income of the interest. Section 16. DISPOSITION OF PROJECT. The Issuer covenants that the propeny conslituting the Project originally financed by Refunded Bonds will nol be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel thaI such sale or other disposition will not adversely affecl the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the propeny comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipl of cash or other compensalion. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will nol adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 17. DESIGNATION AS OUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer hereby designates the Bonds as "qualified tax-exempt obligations" as defined in Seclion 265(b)(3) of the Code. In furtherance of such designation, the Issuer represents, covenants and warrants the following: (a) thaI during the calendar year in which the Bonds are issued, the Issuer (including any subordinate enlities) has not designated nor will designale obligations, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax-exempt obligations" being issued; and (b) thaI the Issuer reasonably anticipales that the amounl of tax-exempt obligations issued, during the calendar year in which the Bonds are issued, by the Issuer (or any subordinate entities) will not exceed $10,000,000. Section 18. CONTINUING DISCLOSURE. (a) Annual Reoorts. (i) The Issuer shall provide annually to eachNRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2001, financial information and operating data wilh respect to the Issuer of the general type included in the final Official Statement authorized by Section 16 of this Ordinance, being the information described in Exhibit A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit A thereto, or such other accounling principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such stalements and the audit is completed within the period during which they must be provided. If Ihe audit of 22