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applicable to the Series 2017 Bonds from time to time This covenant shall survive payment in full or defeasance of the Series 2017 Bonds The Authority specifically covenants to pay or cause to be paid to the United States at the times and in the amounts determined to the United States at the times and in the amounts determined under Section 5 03 hereof, the Rebate Requirement, as described in the Tax Certificate The Trustee agrees to comply with all Rebate Instructions given in accordance with this covenant. If the Rebate Instructions so direct, the Trustee shall transfer moneys to the City for deposit into the Rebate Fund from such accounts or funds as the Rebate Instructions direct The Trustee shall conclusively be deemed to have complied with the provisions of this Section 5 03 and Section 5 05 of the Agreement if it follows the directions of the City set forth in the Rebate Instructions and shall not be required to take any actions hereunder in the absence of Rebate Instructions from the City (c) Notwithstanding any provision of this Section 5 03 or Section 5 05 of the Agreement, if the City shall provide to the Trustee an opinion of Bond Counsel that any specified action required under this Section 5 03 or Section 5 05 of the Agreement, is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Series 2017 Bonds, the Trustee and the Authority may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent (d) Bank Qualified The Series 2017 Bonds are eligible for designation as "qualified tax-exempt obligations"under Section 265(b)(3) of the Code The Authority shall not take, or permit to be taken, any action within its control which would cause or which, with the passage of time if not cured would cause, the Series 2017 Bonds to cease to be eligible for designation as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code SECTION 5 04 Accounting Records and Reports The Authority will keep or cause to be kept proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Trustee at reasonable hours and under reasonable conditions Not more than 210 days after the close of each Fiscal Year, the Authority shall furnish or cause to be furnished to the Trustee a complete financial statement covering receipts, disbursements, allocation and application of Revenues for such Fiscal Year The Trustee shall have no duty to review such financial statements The Authority shall also keep or cause to be kept such other information as required under the Tax Certificate SECTION 5 05 Prosecution and Defense of Suits The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Authority to fulfill its obligations hereunder, provided that the Trustee or any affected Holder at its election may appear in and defend any such suit, action or proceeding The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any attorney's fees or other -20- 2762680 2