Common use of Representations and Covenants Relating to the Code Clause in Contracts

Representations and Covenants Relating to the Code. (1) It will not use or cause or allow more than 25 percent of the Sale Proceeds (less Costs of Issuance) to be used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment. (2) It will not use or cause or allow any portion of the Sale Proceeds to be used or applied to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (3) At least 95% of the Sale Proceeds, less Costs of Issuance, will be expended to refund the 1989 Bonds and to pay Project Costs paid or incurred subsequent to the Official Action Date. (4) It will not make or cause or permit to be made, whether by the Trustee or otherwise, any use of the proceeds (as defined in the Code) of the Bonds which, if such use had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and further covenants and agrees that it will comply with and will take all action reasonably required to insure that the Trustee complies with all applicable requirements of said Section 148 and the rules and regulations of the United States Treasury Department thereunder until all of the Bonds, including interest thereon and any applicable redemption premium, have been paid. (5) The weighted average maturity of the Bonds, (determined in accordance with Section 147(b) of the Code), does not exceed 120 percent of the average reasonably expected economic life of the Project (as determined in accordance with Section 147(b) of the Code). (6) Tenant covenants and agrees to furnish to Issuer prior to issuance and delivery of the Bonds, all information necessary for Issuer to comply with Section 149(e) of the Code, including a fully completed Internal Revenue Service Form 8038 (or such other applicable information reporting form of the IRS) with respect to the Bonds. Tenant acknowledges and agrees that it shall principally be responsible, as between or among any preparers, for such information. (7) Tenant covenants and agrees to file or cause to be filed such periodic supplemental statements or notices with the Internal Revenue Service or such other designated governmental agency as may now or hereafter be required by applicable statutes or regulations, in order to comply with Section 144(a)(4) of the Code and for the exemption from Federal income taxation of the interest on the Bonds to continue in full force and effect. Tenant further covenants and agrees to do such other acts as may be necessary from time to time to assure the continued tax exempt status of the Bonds, and to refrain from any or all acts, including without limitation, the making of capital expenditures with respect to the Project or otherwise, which may at anytime adversely affect or threaten the tax exempt status of the Bonds. (8) The Project, and each portion thereof, constitutes either land or property of a character subject to the allowance for depreciation required by Section 144(a) of the Code. Not more than 25% of the proceeds of the Bonds will be used to acquire the Land in accordance with Section 147(c) of the Code. Except for costs associated with the issuance of the Bonds, all expenditures for and costs of the Project have been or will be items of Project Costs as defined herein. (9) Other than the 1989 Bonds, as of the date of issuance of the Bonds or any Additional Bonds, there are not outstanding any obligations (other than the Bonds) the interest on which is exempt from Federal income tax by virtue of the provisions of Section 144(a) of the Code and the proceeds of which were to be used with respect to the Project or with respect to other facilities located within the boundaries of Issuer, or facilities contiguous to, or integrated with, the Project or any such facilities, and the principal user (as defined in the Code) of which is or will be the Tenant or any other Principal User. (10) The Tenant will not request or authorize any disbursement by the Trustee pursuant to the Lease (other than for costs associated with the issuance of the Bonds) which would result in less than 95% of the proceeds of the Bonds, including any income thereon, being used to provide land or property of a character subject to the allowance for depreciation under the Code (other than any such proceeds or income used for costs associated with the issuance of the Bonds). (11) The Tenant will comply with all the limitations and requirements of Section 148 of the Code and the regulations promulgated thereunder. (12) As of the date of issuance of the Bonds or any Additional Bonds, the amount of the Bonds and Additional Bonds allocated to any test-period beneficiary (when increased by the tax-exempt, facility-related bonds allocated to such test period beneficiary) does not exceed $40,000,000, all as defined and set out in Section 144(a)(10) of the Code. (13) Tenant covenants that not more than 2% of the aggregate principal amount of the Bonds will be expended for Costs of Issuance as permitted by Section 147(g) of the Code. (14) Tenant covenants that no portion of the Original Proceeds of the Bonds will be used to acquire any property (or any interest therein) unless the first use of such property is pursuant to such acquisition unless appropriate rehabilitation expenditures are made to such property in accordance with Section 147(d) of the Code. (15) Tenant covenants that no property acquired or to be acquired from proceeds of the 1997 Bonds and constituting a part of the 1997 Additions was placed in service more than eighteen months before the date of issue of the Bonds, nor was any expenditure made in connection with any portion of the 1997 Additions more than three years in advance of the date of issue of the 1997 Bonds. (16) Tenant covenants that no non-exempt user of the 1997 Additions within the five years preceding the issuance of the Bonds, who will also be a user of the 1997 Additions after the issuance of the Bonds, will receive directly or indirectly an amount equal to 5% or more of the face amount of the Bonds in payment for his interest in the 1997 Additions. (17) Tenant covenants that its Capital Expenditures within the meaning of Section 144(a)(4) of the Code for the six year period commencing three years prior to the date of issuance of the 1989 Bonds, including the principal amount of the 1989 Bonds, did not exceed $10,000,000 and that said Capital Expenditures for the six year period commencing three years prior to the date of issuance of the 1997 Bonds, including the approximately $2,000,000 principal amount of the 1997 Bonds attributable to the 1997 Additions, will not exceed $10,000,000 contained in Section 144(a)(4) of the Code. The Issuer and the Tenant agree to amend the covenants contained in this Subsection in such manner as shall be set forth in an opinion of Bond Counsel as being necessary to maintain the exclusion of the interest on the Bonds from the recipients gross income for purposes of federal income taxation. The special covenants contained in this Section may be amended at any time, with the consent of the Trustee, by a written agreement executed by the Issuer and the Tenant pursuant to this Subsection without notice to or the consent of any Owners of the Bonds.

Representations and Covenants Relating to the Code. (1i) It will not use or cause or allow more than 25 percent of the Sale Original Proceeds (less Costs costs of Issuanceissuance and any Bond Reserve Account deposit) to be used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment. (2ii) It will not use or cause or allow any portion of the Sale Original Proceeds to be used or applied to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (3iii) At least 95% of the Sale Original Proceeds, less Costs of IssuanceIssuance and any Bond Reserve deposit, will be expended to refund the 1989 Bonds and to pay for Project Costs paid or incurred subsequent to the Official Action Date. (4iv) It will not make or cause or permit to be made, whether by the Trustee or otherwise, any use of the proceeds (as defined in the Code) of the Bonds which, if such use had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and further covenants and agrees that it will comply with and will take all action reasonably required to insure that the Trustee complies with all applicable requirements of said Section 148 and the rules and regulations of the United States Treasury Department thereunder until all of the Bonds, including interest thereon and any applicable redemption premium, have been paid. (5v) The weighted average maturity of the Bonds, (determined in accordance with Section 147(b) of the Code), does not exceed 120 percent of the average reasonably expected economic life of the Project (as determined in accordance with Section 147(b) of the Code). (6vi) Tenant covenants and agrees to furnish to Issuer prior to issuance and delivery of the Bonds, all information necessary for Issuer to comply with Section 149(e) of the Code, including a fully completed Internal Revenue Service Form 8038 (or such other applicable information reporting form of the IRS) with respect to the Bonds. Tenant acknowledges and agrees that it shall principally be responsible, as between or among any preparers, for such information. (7vii) Tenant covenants and agrees to file or cause to be filed such periodic supplemental statements or notices with the Internal Revenue Service or such other designated governmental agency as may now or hereafter be required by applicable statutes or regulations, in order to comply with Section 144(a)(4) of the Code and for the exemption from Federal income taxation of the interest on the Bonds to continue in full force and effect. Tenant further covenants and agrees to do such other acts as may be necessary from time to time to assure the continued tax exempt status of the Bonds, and to refrain from any or all acts, including without limitation, the making of capital expenditures with respect to the Project or otherwise, which may at anytime adversely affect or threaten the tax exempt status of the Bonds. (8) viii) The Project, and each portion thereof, constitutes either land or property of a character subject to the allowance for depreciation required by Section 144(a) of the Code. Not more than 25% of the proceeds of the Bonds will be used to acquire the Land in accordance with Section 147(c) of the Code. Except for costs associated with the issuance of the Bonds, all expenditures for and costs of the Project have been or will be items of Project Costs as defined herein. (9ix) Other than the 1989 Bonds, as As of the date of issuance of the Bonds or any Additional Bonds, there are not outstanding any obligations (other than the Bonds) the interest on which is exempt from Federal income tax by virtue of the provisions of Section 144(a) of the Code and the proceeds of which were to be used with respect to the Project or with respect to other facilities located within the boundaries of Issuer, or facilities contiguous to, or integrated with, the Project or any such facilities, and the principal user (as defined in the Code) of which is or will be the Tenant or any other Principal User. (10x) The Tenant will not request or authorize any disbursement by the Trustee pursuant to the Lease (other than for costs associated with the issuance of the Bonds) which would result in less than 95% of the proceeds of the Bonds, including any income thereon, being used to provide land or property of a character subject to the allowance for depreciation under the Code (other than any such proceeds or income used for costs associated with the issuance of the Bonds). (11xi) The Tenant will comply with all the limitations and requirements of Section 148 of the Code and the related regulations promulgated thereunder(Section 1.103-15) with respect to arbitrage limitations on industrial development bonds. (12xii) As of the date of issuance of the Bonds or any Additional Bonds, the amount of the Bonds and Additional Bonds allocated to any test-test period beneficiary (when increased by the tax-exempt, facility-related bonds allocated to such test period beneficiary) does not exceed $40,000,000, all as defined and set out in Section 144(a)(10) of the Code. (13xiii) Tenant covenants that not more than 2% of the aggregate principal amount of the Bonds will be expended for Costs of Issuance as permitted by required in Section 147(g) of the Code. (14xiv) Tenant covenants that no portion of the Original Proceeds of the Bonds will be used to acquire any property (or any interest therein) unless (a) the first use of such property is pursuant to such acquisition unless or (b) appropriate rehabilitation expenditures Rehabilitation Expenditures are made with respect to such property in accordance with Section 147(d) of the Code. (15xv) Tenant covenants that no property acquired or to be acquired from proceeds of included in the 1997 Bonds and constituting a part of the 1997 Additions Project was placed in service more than eighteen months one year before the date of issue of the Bonds, nor was any expenditure made in connection with any portion of the 1997 Additions more than three years in advance of the date of issue of the 1997 Bonds. (16xvi) Tenant covenants that no non-exempt user of the 1997 Additions Project within the five years preceding the issuance of the Bonds, who will also be a user of the 1997 Additions Project after the issuance of the Bonds, will receive directly or indirectly an amount equal to 5% or more of the face amount of the Bonds in payment for his interest in the 1997 Additions. (17) Tenant covenants that its Capital Expenditures within the meaning of Section 144(a)(4) of the Code for the six year period commencing three years prior to the date of issuance of the 1989 Bonds, including the principal amount of the 1989 Bonds, did not exceed $10,000,000 and that said Capital Expenditures for the six year period commencing three years prior to the date of issuance of the 1997 Bonds, including the approximately $2,000,000 principal amount of the 1997 Bonds attributable to the 1997 Additions, will not exceed $10,000,000 contained in Section 144(a)(4) of the CodeProject. The Issuer and the Tenant agree to amend the covenants contained in this Subsection in such manner as shall be set forth in an opinion of Bond Counsel as being necessary to maintain the exclusion of the interest on the Bonds from the recipients recipient's gross income for purposes of federal income taxation. The special covenants contained in this Section may be amended at any time, with the consent of the Trustee, by a written agreement executed by the Issuer and the Tenant pursuant to this Subsection without notice to or the consent of any Owners of the Bonds.

Representations and Covenants Relating to the Code. (1i) It will not use or cause or allow more than 25 percent of the Sale Proceeds (less Costs of Issuance) to be used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment. (2) It will not use or cause or allow any portion of the Sale Proceeds to be used or applied to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (3) At least 95% of the Sale Proceeds, less Costs of Issuance, will be expended to refund the 1989 Bonds and to pay Project Costs paid or incurred subsequent to the Official Action Date. (4) It The Tenant will not make or cause or permit to be made, whether by the Trustee or otherwise, any use of the proceeds (as defined in Section 103 of the Code) of the Bonds which, if such use had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and further covenants and agrees that it will comply with and will take all action reasonably required to insure that the Trustee complies with all applicable requirements of said Section 148 the Code and the rules and regulations of the United States Treasury Department thereunder until all of the Bondsbonds, including interest thereon and any applicable redemption premium, have been paid. (5ii) The weighted average maturity of the Bonds, (determined in accordance with Section 147(b) of the Code), 1999-A Bonds does not exceed the 120 percent of the average remaining reasonably expected anticipated economic life of the 1984 Project (as determined financed in accordance with Section 147(b) part from proceeds of the Code)1984 Bonds. (6iii) Tenant covenants and agrees to furnish to Issuer prior to issuance and delivery of the 1999-A Bonds, all information necessary for Issuer to comply with Section 149(e) of the Code, including a fully completed Internal Revenue Service Form 8038 (or such other applicable information reporting form of the IRS) with respect to the BondsBonds signed by the preparer thereof. Tenant acknowledges and agrees that it shall principally be responsible, as between or among any preparers, for such informationthe information set forth in said Form 8038. Tenant further covenants and agrees to indemnify and hold harmless the Issuer, the Trustee and their respective officers, agents and employees, Bond Counsel and any purchaser or owner of the Bonds from and against all liability or consequences of any material misrepresentation or omission in the computation of Form 8038. (7iv) Tenant covenants and agrees to file or cause to be filed such periodic supplemental statements or notices with the Internal Revenue Service or such other designated governmental agency as may now or hereafter be required by applicable statutes or regulations, including the Code, if applicable, in order to comply with Section 144(a)(4) of the Code and for the exemption from Federal income taxation of the interest on the Bonds to continue in full force and effect. Tenant further covenants and agrees to do such other acts as may be necessary from time to time to assure the continued tax exempt status of the Bonds, and to refrain from any or all acts, including without limitation, the making of capital expenditures with respect to the Project or otherwise, which may at anytime any time adversely affect or threaten the tax exempt status of the Bonds. (8) v) The Project, and each portion thereof, constitutes either land or property of a character subject to the allowance for depreciation required by Section 144(a) of under the Code. Not more than 25% of the proceeds of the Bonds will be used to acquire the Land in accordance with Section 147(c) of the Code. Except for costs associated with the issuance of the Bonds, all expenditures for and costs of the Project have been or will be items of Project Costs as defined herein. (9vi) Other than the 1989 Bonds, as As of the date of issuance of the Bonds or any Additional 1999-A Bonds, there are not outstanding any obligations (other than the 1984 Bonds and 1997 Bonds) the interest on which is exempt from Federal income tax by virtue of the provisions of Section 144(a) of the Code and the proceeds of which were to be used with respect to the Existing Project or with respect to other facilities located within in the boundaries City of IssuerSouth Hutchinson, Kansas, or facilities contiguous to, or integrated with, the Project Existing Facilities or any such facilities, and the principal user (as defined in the Code) Principal User of which is or will be the Tenant or any other Principal User. (10vii) The Tenant will not request or authorize any disbursement by the Trustee pursuant to the Lease (other than for costs associated with the issuance of the Bonds) which would result in less than 95% substantially all of the proceeds of the 1999- A Bonds, including any income thereon, being used to provide land or property of a character subject to the allowance for depreciation under the Code (other than any such proceeds or income used for costs associated with the issuance of the Bonds). (11viii) The Tenant will comply with all the limitations and requirements of Section 148 of the Code and the regulations promulgated thereunder. (12) As of the date of issuance of the Bonds or any Additional Bonds, the amount of industrial revenue bonds (including the Bonds 1999-A Bonds) allocable to either the Tenant or a Related Person (as defined in the Code) thereto as a Test Period Beneficiary does not and Additional Bonds allocated to any test-period beneficiary (when increased by the tax-exempt, facility-related bonds allocated to such test period beneficiary) does will not exceed $40,000,000, all as defined and set out in Section 144(a)(10) of the Code. (13ix) Tenant covenants that not more than 2% No portion of the aggregate principal amount proceeds of the 1999-A Bonds will is to be expended used for Costs the acquisition of Issuance as permitted by Section 147(g) of the Codeland to be used for farming purposes. (14x) Tenant covenants that no No portion of the Original Proceeds proceeds of the 1999-A Bonds will is to be used to acquire for the acquisition of any property (or any on interest therein) unless unless: (i) the first use of such property is pursuant to such acquisition unless appropriate rehabilitation expenditures are made acquisition, or (ii) the Rehabilitation Expenditures with respect to a building (and the equipment therefor) equals or exceeds 15% of the portion of the cost of acquiring such property building (and equipment) financed with the proceeds of the issue, or (iii) the Rehabilitation Expenditures with respect to facilities other than a building equals or exceeds 100% of the portion of the cost of acquiring such facilities. (xi) No portion of the proceeds of the 1999-A Bonds is to be used to provide any airplane, skybox, or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (xii) Tenant will not cause or permit the Project to be connected with any other facility financed with the proceeds of industrial development bonds issued in accordance with Section 147(d) the Code through the use of the Codesubstantial common facilities unless Tenant first obtains approving opinion of Bond Counsel. (15xiii) The Tenant covenants that no property acquired will not use or cause or allow more than 25 percent of the Original Proceeds of the 1999-A Bonds to be acquired from proceeds used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the 1997 Bonds and constituting a part provision of the 1997 Additions was placed in service more than eighteen months before the date of issue of the Bonds, nor was any expenditure made in connection with recreation or entertainment. (xiv) The Tenant will not use or cause or allow any portion of the 1997 Additions more than three years in advance Original Proceeds of the date of issue of the 1997 Bonds1999-A Bonds to be used or applied to provide a private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility or racetrack. (16) Tenant covenants that no non-exempt user of the 1997 Additions within the five years preceding the issuance of the Bonds, who will also be a user of the 1997 Additions after the issuance of the Bonds, will receive directly or indirectly an amount equal to 5% or more of the face amount of the Bonds in payment for his interest in the 1997 Additions. (17) Tenant covenants that its Capital Expenditures within the meaning of Section 144(a)(4) of the Code for the six year period commencing three years prior to the date of issuance of the 1989 Bonds, including the principal amount of the 1989 Bonds, did not exceed $10,000,000 and that said Capital Expenditures for the six year period commencing three years prior to the date of issuance of the 1997 Bonds, including the approximately $2,000,000 principal amount of the 1997 Bonds attributable to the 1997 Additions, will not exceed $10,000,000 contained in Section 144(a)(4) of the Code. The Issuer and the Tenant agree to amend the covenants contained in this Subsection in such manner as shall be set forth in an opinion of Bond Counsel as being necessary to maintain the exclusion of the interest on the Bonds from the recipients gross income for purposes of federal income taxation. The special covenants contained in this Section may be amended at any time, with the consent of the Trustee, by a written agreement executed by the Issuer and the Tenant pursuant to this Subsection without notice to or the consent of any Owners of the Bonds.

Representations and Covenants Relating to the Code. (1i) It will not use or cause or allow more than 25 percent of the Sale Proceeds (less Costs of Issuance) to be used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment. (2) It Tenant will not use or cause or allow any portion of the Sale Original Proceeds to be used or applied to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, and none of the Original Proceeds will be used to provide such facilities. (3ii) At least 95% of the Sale Proceeds, less Costs of Issuance, Original Proceeds will be expended to refund the 1989 Bonds and to pay for Project Costs paid or incurred subsequent not more than 60 days prior to the Official Action DateDate (unless otherwise permitted under Treas. Reg. 1.150-2). (4iii) It Tenant will not make or cause or permit to be made, whether by the Trustee or otherwise, any use of the proceeds (as defined in the Code) of the Series 1997 Bonds which, if such use had been reasonably expected on which would cause the date of issuance of the Bonds, would have caused the Series 1997 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and Code. Tenant further covenants and agrees that it will comply with with, and will take all action reasonably required to insure that the Trustee complies with with, all applicable requirements of said Section 148 and the rules and regulations of the United States Treasury Department Regulations promulgated thereunder until all of the Bonds, including interest thereon and any applicable redemption premium, have been paid. (5iv) The weighted average maturity of the Bonds, Series 1997 Bonds (determined in accordance with Section 147(b) of the Code), does not exceed 120 percent of the average reasonably expected economic life of the Project 1997 Improvements financed (as determined in accordance with Section 147(b)) of the Code)) with Original Proceeds. (6v) Tenant covenants and agrees to furnish to Issuer prior to has reviewed the Issuer's Form 8038 prepared for filing in connection with the issuance and delivery of the Series 1997 Bonds, all and represents that the information necessary for Issuer to comply with Section 149(e) of the Code, including a fully completed Internal Revenue Service Form 8038 (or such other applicable information reporting form of the IRS) with respect to the Bonds. Tenant acknowledges set forth therein is tree and agrees that it shall principally be responsible, as between or among any preparers, for such informationaccurate. (7vi) Tenant covenants and agrees to will file or cause to be filed such periodic supplemental statements or notices with the Internal Revenue Service or such other designated governmental agency as may now or hereafter be required by applicable statutes or regulations, regulations in order to comply with Section 144(a)(4) of the Code and for the exemption from Federal income taxation of the interest on the Bonds to continue in full force and effectCode. Tenant further covenants and agrees that it will not take any action or permit any action to do such other acts as may be necessary taken that would adversely affect the exclusion from time to time to assure the continued gross income for federal income tax exempt status purposes of the Bonds, and to refrain from any or all acts, including without limitation, interest on the making of capital expenditures with respect to the Project or otherwise, which may at anytime adversely affect or threaten the tax exempt status of the Series 1997 Bonds. (8) vii) The Project1997 Improvements, and each portion thereof, constitutes constitute either land or property of a character subject to the allowance for depreciation as required by Section 144(a) of the Code. Not more than 25% of the proceeds of the Bonds Original Proceeds will be used to acquire the Land land in accordance with Section 147(c) of the Code. Except for costs associated with the issuance of the Bonds, all All expenditures for and costs of the Project 1997 Improvements have been or will be items of Project Costs as defined herein. (9viii) Other than the 1989 Bonds, as As of the date of issuance of the Bonds or any Additional Series 1997 Bonds, there are will not be outstanding any obligations (other than the Existing Bonds and the Series 1997 Bonds) the interest on which is exempt from Federal income tax by virtue of the provisions of Section 144(a) of the Code and the proceeds of which were to be used with respect to the Project or with respect to other facilities located within the boundaries of Issuer, or facilities contiguous to, or integrated with, the Project or any such facilities, and the principal user (as defined in the Code) of which is or will be the Tenant or any other Principal User. (10ix) The Tenant will not request or authorize any disbursement by the Trustee pursuant to the Lease (other than for costs associated with the issuance of the Bonds) which would result in less than 95% of the net proceeds of the BondsSeries 1997 Bonds (as defined in Section 150(a)(3) of the Code), including any income thereon, being used to provide land or property of a character subject to the allowance for depreciation under the Code (other than any such proceeds or income used for costs associated with the issuance of the Bonds)Code. (11x) The Tenant will comply with the Arbitrage Instructions (defined in the Indenture) and will pay to the United States or the Trustee all the limitations and requirements of arbitrage rebate payments required under Section 148 148(0 of the Code and Code, to the regulations promulgated thereunderextent such amounts are not available to the Trustee in the Rebate Fund held under the Indenture. (12) As of the date of issuance of the Bonds or any Additional Bonds, the amount of the Bonds and Additional Bonds allocated to any test-period beneficiary (when increased by the tax-exempt, facility-related bonds allocated to such test period beneficiary) does not exceed $40,000,000, all as defined and set out in Section 144(a)(10) of the Code. (13xi) Tenant covenants that will not authorize or permit more than 2% of the aggregate principal amount of the Bonds will Original Proceeds to be expended for Costs of Issuance as permitted by Issuance, in compliance with Section 147(g) of the Code. (14xii) Tenant covenants that no will not authorize or permit any portion of the Original Proceeds of the Bonds will to be used to acquire any property (or any interest therein) unless the first use of such property is pursuant to such acquisition unless appropriate rehabilitation expenditures are made to such property in accordance with Section 147(d) of the Codeacquisition. (15xiii) Tenant covenants that no did not place any property acquired or to be acquired from proceeds of included in the 1997 Bonds and constituting a part of the 1997 Additions was placed Improvements in service more than eighteen months before the date of issue issuance of the Bonds, nor was any expenditure made in connection with any portion of the 1997 Additions more than three years in advance of the date of issue of the Series 1997 Bonds. (16xiv) Tenant covenants that no non-exempt user of the 1997 Additions within the five years preceding the issuance of the Bonds, who will also be a user of the 1997 Additions after the issuance of the Bonds, will receive directly or indirectly an amount equal to 5% or more of the face amount of the Bonds in payment for his interest in the 1997 Additions. (17) Tenant covenants that its Capital Expenditures within the meaning of Section 144(a)(4) of the Code for the six year period commencing three years prior to the date of issuance of the 1989 BondsThe Project, including the principal amount 1997 Improvements when completed, constitutes a "manufacturing facility" within the definition of the 1989 Bonds, did not exceed $10,000,000 and that said Capital Expenditures for the six year period commencing three years prior to the date of issuance of the 1997 Bonds, including the approximately $2,000,000 principal amount of the 1997 Bonds attributable to the 1997 Additions, will not exceed $10,000,000 contained in Section 144(a)(4144((a)(12)) of the Code. , and the Tenant has no present intention of making any substantial use of the Project other than as such "manufacturing facility." The Issuer and the Tenant agree to amend the covenants contained in this Subsection subsection in such manner as shall be set forth in an opinion of Bond Counsel as being necessary to maintain the exclusion excludability from gross income for federal income tax purposes of the interest on the Bonds from Bonds, and, for the recipients gross income for purposes purpose of federal income taxation. The implementing such amendments, the special covenants contained in this Section may be amended at any time, with the consent of the Trustee, by a written agreement executed by the Issuer and the Tenant pursuant to this Subsection subsection without notice to or the consent of any Owners of the BondsBondowners.

Representations and Covenants Relating to the Code. (1i) It will not use or cause or allow more than 25 percent of the Sale Proceeds (less Costs of Issuance) to be used or applied to provide a facility the primary purpose of which is retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment. (2) It The Tenant will not use or cause or allow any portion of the Sale Original Proceeds to be used or applied to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (3ii) At least 95% of the Sale Proceeds, less Costs of Issuance, Original Proceeds will be expended to refund the 1989 Bonds and to pay for Project Costs paid or incurred subsequent not more than 60 days prior to the Official Action DateDate (unless otherwise permitted under Treas. Reg. § 1.150-2). (4iii) It The Tenant will not make or cause or permit to be made, whether by the Trustee or otherwise, any use of the proceeds (as defined in the Code) of the Series 2012A Bonds which, if such use had been reasonably expected on which would cause the date of issuance of the Bonds, would have caused the Series 2012A Bonds to be "“arbitrage bonds" ” within the meaning of Section 148 of the Code and Code. The Tenant further covenants and agrees that it will comply with with, and will take all action reasonably required to insure that the Trustee complies with with, all applicable requirements of said Section 148 and the rules and regulations of the United States Treasury Department Regulations promulgated thereunder until all of the Bonds, including interest thereon and any applicable redemption premium, have been paid. (5iv) The weighted average maturity of the Bonds, Series 2012A Bonds (determined in accordance with Section 147(b) of the Code), does not exceed 120 percent of the average reasonably expected economic life of the Project Improvements (as determined in accordance with Section 147(b) of the Code)) purchased with Original Proceeds. (6v) The Tenant covenants and agrees to furnish to Issuer prior to has reviewed the Issuer’s Form 8038 prepared for filing in connection with the issuance and delivery of the Series 2012A Bonds, all and represents that the information necessary for Issuer to comply with Section 149(e) of the Code, including a fully completed Internal Revenue Service Form 8038 (or such other applicable information reporting form of the IRS) with respect to the Bonds. Tenant acknowledges set forth therein is true and agrees that it shall principally be responsible, as between or among any preparers, for such informationd accurate. (7vi) The Tenant covenants and agrees to will file or cause to be filed such periodic supplemental statements or notices with the Internal Revenue Service or such other designated governmental agency as may now or hereafter be required by applicable statutes or regulations, regulations in order to comply with Section 144(a)(4) of the Code Code. The Tenant further covenants and agrees that it will not take any action or permit any action to be taken that would adversely affect the exclusion from gross income for the exemption from Federal federal income taxation tax purposes of the interest on the Bonds to continue in full force and effect. Tenant further covenants and agrees to do such other acts as may be necessary from time to time to assure the continued tax exempt status of the Bonds, and to refrain from any or all acts, including without limitation, the making of capital expenditures with respect to the Project or otherwise, which may at anytime adversely affect or threaten the tax exempt status of the Series 2012A Bonds. (8) vii) The Project, and each portion thereof, constitutes either land or property of a character subject to the allowance for depreciation as required by Section 144(a) of the Code. Not more than 25% of the proceeds of the Bonds Original Proceeds will be used to acquire the Land land in accordance with Section 147(c) of the Code. Except for costs associated with the issuance of the Bonds, all All expenditures for and costs of the Project have been or will be items of Project Costs as defined herein. (9viii) Other than the 1989 Bonds, as As of the date of issuance of the Bonds or any Additional Series 2012A Bonds, there are will not be outstanding any obligations (other than the Series 2012A Bonds) the interest on which is exempt from Federal income tax by virtue of the provisions of Section 144(a) of the Code and the proceeds of which were to be used with respect to the Project or with respect to other facilities located within the boundaries of Issuer, or facilities contiguous to, or integrated with, the Project or any such facilities, and the principal user (as defined in the Code) of which is or will be the Tenant or any other Principal User. (10) The Tenant will not request or authorize any disbursement by the Trustee pursuant to the Lease (other than for costs associated with the issuance of the Bonds) which would result in less than 95% of the proceeds of the Bonds, including any income thereon, being used to provide land or property of a character subject to the allowance for depreciation under the Code (other than any such proceeds or income used for costs associated with the issuance of the Bonds). (11ix) The Tenant will comply with the Arbitrage Instructions (defined in the Indenture) and will pay to the United States or the Trustee all the limitations and requirements of arbitrage rebate payments required under Section 148 of the Code and the regulations promulgated thereunder. (12) As of the date of issuance of the Bonds or any Additional Bonds, the amount of the Bonds and Additional Bonds allocated to any test-period beneficiary (when increased by the tax-exempt, facility-related bonds allocated to such test period beneficiary) does not exceed $40,000,000, all as defined and set out in Section 144(a)(10148(f) of the Code, to the extent such amounts are not available to the Trustee in the Rebate Fund held under the Indenture. (13x) The Tenant covenants that will not authorize or permit more than 2% of the aggregate principal amount of the Bonds will Original Proceeds to be expended for Costs of Issuance as permitted by Issuance, in compliance with Section 147(g) of the Code. (14xi) The Tenant covenants that no will not authorize or permit any portion of the Original Proceeds of the Bonds will to be used to acquire any property (or any interest therein) unless the first use of such property is pursuant to such acquisition acquisition, or unless appropriate rehabilitation expenditures Rehabilitation Expenditures are made to such property in accordance with Section 147(d) of the Code. (15xii) The Tenant covenants that no did not place any property acquired or to be acquired from proceeds of included in the 1997 Bonds and constituting a part of the 1997 Additions was placed Improvements in service more than eighteen months before the date of issue issuance of the Bonds, nor was any expenditure made in connection with any portion of the 1997 Additions more than three years in advance of the date of issue of the 1997 Series 2012A Bonds. (16xiii) Tenant covenants that no non-exempt user of the 1997 Additions The Project, when completed, will constitute a “manufacturing facility” within the five years preceding the issuance of the Bonds, who will also be a user of the 1997 Additions after the issuance of the Bonds, will receive directly or indirectly an amount equal to 5% or more of the face amount of the Bonds in payment for his interest in the 1997 Additions. (17) Tenant covenants that its Capital Expenditures within the meaning definition of Section 144(a)(4144(a)(12) of the Code for Code, and the six year period commencing three years prior to Tenant has no present intention of making any substantial use of the Project other than as such “manufacturing facility.” (xiv) As of the date of issuance of the 1989 Series 2012A Bonds, including the aggregate principal amount of the 1989 Bonds, did not exceed $10,000,000 Series 2012A Bonds and that said Capital Expenditures for all “Section 103(b)(6)(D) capital expenditures” as defined in Treas. Reg. §1.103-10(b) paid or incurred during the six three-year period commencing which begins three years prior to before the date of issuance of the 1997 Bonds, including the approximately Series 2012A Bonds is less than $2,000,000 principal amount of the 1997 Bonds attributable to the 1997 Additions, will not exceed $10,000,000 contained in Section 144(a)(4) of the Code20 million. The Issuer and the Tenant agree to amend the covenants contained in this Subsection subsection in such manner as shall be set forth in an opinion of Bond Counsel as being necessary to maintain the exclusion excludability from gross income for federal income tax purposes of the interest on the Bonds from Bonds, and, for the recipients gross income for purposes purpose of federal income taxation. The implementing such amendments, the special covenants contained in this Section may be amended at any time, with the consent of the Trustee, by a written agreement executed by the Issuer and the Tenant pursuant to this Subsection subsection without notice to or the consent of any Owners Owner(s) of the Bonds.