Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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_ _ __ _ The Ciry will not enter into any agreement or lease which would impair the ability of the City to meet the covenant set forth in Section 5.14 hereof or which would otherwise impair the rights of the Bond Owners or the operation of the Enterprise. Section 5.04. Against Competitive Facilities. The City will not, to the extent permitted by law, acquire, maintain or operate and will not, to the extent permitted by, law and its current contractual rights and obligations and within the reasonable, scope of its powers, permit any other public or private agency, corporation, district or political subdivision or any person whomsoever to acquire, maintain or operate within the Ciry any utility system competitive with the Enterprise, which utility system has a materially adverse impact on Revenues. Section 5.05. Tax Covenants. (a) Private Activitv Bond Limitation. The City will assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b)of the Code or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the Bonds to be "federally guaranteed"within the meaning of section 149(b)of the Code. � (c) Rebate Requirement. The City will take any and all actions necessary to assure compliance with section 148(fl of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. (d) No Arbitraqe. The City will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, 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. (e) Maintenance of Tax-Exemption. The City will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect an the date of issuance of the Bonds. (fl Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least 3 years after the Bonds mature or are �edeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the City will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Bonds. (g) Compliance with Tax Certificate. The City will comply with the provisions of the Certificate as to Arbit�age and the Use of Proceeds Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds. 13