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Attachment B Sections 103(b) and 148 of the Code; provided that the Fiscal Agent shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower, the Governmental Lender, Bond Counsel, or the Rebate Analyst. The Fiscal Agent further covenants that should the Governmental Lender, the Borrower, or the Funding Lender Representative file with the Fiscal Agent (it being understood that none of the Governmental Lender, the Borrower, or the Funding Lender Representative has an obligation to so file), or should the Fiscal Agent receive, an opinion of Bond Counsel to the effect that any proposed investment or other use of proceeds of the Funding Loan would cause the Governmental Note to become Ðarbitrage bonds,Ñ then the Fiscal Agent will comply with any written instructions of the Governmental Lender, the Borrower, the Funding Lender Representative or Bond Counsel regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to prevent the Governmental Note from becoming Ðarbitrage bonds,Ñ and the Fiscal Agent will bear no liability to the Governmental Lender, the Borrower, the Funding Lender, or the Funding Lender Representative for investments made in accordance with such instructions. Section 5.08 Representations and Warranties of the Governmental Lender. The Governmental Lender hereby represents and warrants as follows: (a) The Governmental Lender is a statutory city, municipal corporation, and political subdivision duly organized and existing under the Constitution and laws of the State. (b) The Governmental Lender has all necessary power and authority to issue the Governmental Note and to execute and deliver this Funding Loan Agreement, the Project Loan Agreement and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c) The revenues and assets pledged for the repayment of the Funding Loan are and will be free and clear of any pledge, lien or encumbrance by or on behalf of the Governmental Lender, and all action on the part of the Governmental Lender to those ends has been duly and validly taken. (d) The Financing Documents to which the Governmental Lender is a party have been validly authorized, executed and delivered by the Governmental Lender. (e) To the actual knowledge of the Governmental Lender, the execution and delivery of the Governmental Note and this Funding Loan Agreement, the consummation of the transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Governmental Lender is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Governmental Lender under the terms of any instrument or agreement. ARTICLE VI DEFAULT PROVISIONS AND 39 12502516v3