Agenda Package - 5-7-2012 Reg. Meeting

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G6i The 2012 Certificate will be dated as of the date of initial execution and delivery, except that 2012 Certificate executed and delivered in exchange for, or on the registration of transfer of 2012 Certificate will be dated as of the Interest Payment Date next preceding the day of authentication thereof, unless (1) the date of such authentication precedes the first Interest Payment Date, in which such 2012 Certificate or Certificates will be dated as of the date of initial execution and delivery or (2) the date of such authentication is an Interest Payment Date to which interest with respect to the 2012 Certificate has been paid in full or duly provided for in accordance with the terms of this Second Supplement and the Original Indenture, in which case such 2012 Certificate or Certificates will be dated as of such Interest Payment Date, except that if, as shown by the records of the Trustee, interest with respect to the 2012 Certificate is in default, any 2012 Certificate or Certificates executed and delivered in exchange for, or on registration of transfer of, the 2012 Certificate will be dated as of the date to which interest with respect to the 2012 Certificate has been paid in full. If no interest has been paid with respect to the 2012 Certificate, any 2012 Certificate executed and delivered in exchange for or on the registration of transfer of 2012 Certificate will be dated as of the date of initial execution and delivery. The principal, premium, if any, and interest with respect to the 2012 Certificate is payable by the Trustee to the Owner of the 2012 Certificate as its name and address appears on the register kept by the Trustee at the close of business on the Record Date. Immediately following payment of the final installment of principal with respect to the 2012 Certificate, the Owner shall present and surrender the 2012 Certificate at the designated corporate trust office of the Trustee for cancellation. So long as the Purchaser is the Owner of the 2012 Certificate, all payments of principal, premium, if any, and interest with respect to the 2012 Certificate shall be made by the Trustee to the Purchaser by wire transfer or other delivery of immediately available funds on the due date for such payment to such account in the United States of America as the Purchaser may from time to time designate to the Trustee. Section 2.5 Arbitrage and Tax Covenants. The Corporation covenants that it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from federal income taxation of the interest with respect to the 2012 Certificate and, if it should take or permit, or omit to take or cause to be taken, any such action, the Corporation will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly on having knowledge thereof. The Corporation acknowledges that the continued exclusion of interest with respect to the 2012 Certificate from an owner's gross income for federal income tax purposes depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. The Corporation covenants that it will comply, or cause the County to comply, with all the requirements of Section 148 of the Code, including the rebate requirements, and that it will not permit at any time any of the proceeds of the 2012 Certificate or other funds under their control be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the 2012 Certificate to be "arbitrage bonds' for purposes of Section 148 of the Code. 5