FINANCING AGREEMENT

FINANCING AGREEMENT

Dated as of October 16, 2002

by and between

ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

(the "Issuer")

and

WHEELED COACH INDUSTRIES, INC.

(the "Borrower")

Relating to:

$2,000,000

Orange County Industrial Development Authority

INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2002

(Wheeled Coach Industries, Inc. project)

The interest of the Orange County Industrial Development Authority in this Financing Agreement and all amounts receivable hereunder (except the right to receive payments, if any, under Sections 4.2(c), 5.2 and 6.3 hereof and the right to consent to any matter) has been assigned to Wells Fargo Bank Minnesota, National Association, as Trustee under the Indenture of Trust dated as of October 16, 2002 from the Orange County Industrial Development Authority.

Table of Contents

ARTICLE I DEFINITIONS

Section 1.1. Definition of Terms.

ARTICLE II REPRESENTATIONS

Section 2.1. Representations of the Issuer.

Section 2.2. Representations of the Borrower.

ARTICLE III CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS

Section 3.1. Agreement to Construct and Equip the Project.

Section 3.2. Agreement to Issue Bonds; Application of Bond Proceeds.

Section 3.3. Use of Proceeds; Prohibited Use of Project; Disbursements from the Construction Fund.

Section 3.4. Establishment of Completion Date; Obligation of the Borrower to Complete.

Section 3.5. Investment of Moneys in Construction Fund and Bond Fund.

Section 3.6. Arbitrage Certifications.

ARTICLE IV LOAN; REPAYMENT PROVISIONS; OTHER PAYMENTS

Section 4.1. Loan of Bond Proceeds.

Section 4.2. Repayment of Loan; Other Amounts Payable.

Section 4.3 Security Interest Granted.

Section 4.4. No Defense or Set-Off; Unconditional Obligation.

Section 4.5. Assignment of Issuer's Rights.

ARTICLE V SPECIAL COVENANTS AND AGREEMENTS

Section 5.1. The Borrower to Maintain Its Corporate Existence; Conditions under Which Exceptions Permitted.

Section 5.2. Release and Indemnification Covenants.

Section 5.3. Validity and Tax Exempt Status of the Bonds.

Section 5.4. Economic Life of Project

Section 5.5. Insurance.

Section 5.6. Maintenance and Repair.

Section 5.7. Right to Discontinue Operation of Project.

Section 5.8. Insurance and Condemnation Awards.

Section 5.9. Qualification in Florida.

Section 5.10. Taxation of Project.

Section 5.11. Borrower's Performance Under Indenture.

Section 5.12. Arbitrage Rebate.

Section 5.13. Records and Financial Statements of the Borrower.

Section 5.14. Utility Charges.

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES

Section 6.1. Events of Default.

Section 6.2. Remedies on Default.

Section 6.3. Agreement to Pay Attorneys' Fees and Expenses.

Section 6.4. No Remedy Exclusive.

Section 6.5. No Additional Waiver Implied by One Waiver.

ARTICLE VII OPTIONAL AND MANDATORY PREPAYMENT

Section 7.1. Obligation to Prepay Installments.

Section 7.2. Option to Prepay Installments.

Section 7.3. Amount of Prepayment in Certain Events.

Section 7.4. Option to Prepay Installments for Optional Redemption of Bonds.

Section 7.5. Notice of Prepayment.

Section 7.6. Redemption of Bonds with Prepayment Moneys.

ARTICLE VIII MISCELLANEOUS

Section 8.1. Notices.

Section 8.2. Assignments.

Section 8.3. Severability.

Section 8.4. Execution of Counterparts.

Section 8.5. Amounts Remaining in Bond Fund.

Section 8.6. Amendments, Changes and Modifications.

Section 8.7. Governing Law.

Section 8.8. Authorized Borrower Representatives.

Section 8.9. Term of the Agreement.

Section 8.10. Binding Effect.

FINANCING AGREEMENT

THIS FINANCING AGREEMENT, (the "Agreement") made and entered into as of October 16, 2002 by and between the ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Florida, pursuant to Chapter 159, Part III, party of the first part (the "Issuer"), and WHEELED COACH INDUSTRIES, INC., a wholly owned subsidiary of Collins Industries, Inc. and a corporation organized and existing under the laws of the State of Florida, party of the second part (the "Borrower").

W I T N E S S E T H:

WHEREAS, the Issuer is empowered by the provisions of the Florida Industrial Development Financing Act, being Part III of Chapter 159, Florida Statutes, as supplemented and amended (the "Act"), to issue its revenue bonds (payable solely and only from the revenues derived from the repayment of the loan of the proceeds of such bonds) to finance "projects" within the meaning of the Act (including manufacturing facilities for the purposes set forth in the Act); and

WHEREAS, the Issuer has made necessary arrangements with the Borrower, for the financing of a portion of the costs of acquiring and installing certain equipment, including software necessary to operate the equipment located in Orange County, Florida (the "Project") for use by the Borrower in connection with its emergency vehicle manufacturing facility located at 2737 North Forsyth Road, Winter Park, Florida 32792 (the "Manufacturing Facility"); and

WHEREAS, the Issuer has entered into an Indenture of Trust dated as of October 16, 2002 (the "Indenture"), with Wells Fargo Bank Minnesota, National Association, as trustee, a national banking association duly organized under the laws of the United States of America, existing and authorized to accept and execute trusts of the character herein set out, with its principal corporate trust office located in Minneapolis, Minnesota (the "'Trustee"), specifying the terms and conditions of the acquisition and completion of construction by the Issuer of the Project, the loan of proceeds of the Issuer's Industrial Development Revenue Bonds, Series 2002 (Wheeled Coach Industries, Inc. Project) (the "Bonds") in the aggregate principal amount of $2,000,000 to the Issuer for the financing thereof, and the repayment of said loan; and

WHEREAS, all Bonds issued under the Indenture will be secured by a pledge and assignment of this Agreement (except as otherwise herein provided); and

WHEREAS, in consideration of the respective representations and agreements herein contained, the parties hereto agree as follows (provided, that in the performance of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall be a limited obligation of the Issuer, payable solely out of the proceeds derived from this Agreement and the sale of the Bonds referred to in Section 3.2 hereof, all as herein provided); and

WHEREAS, neither the Issuer nor the State of Florida or any political subdivision thereof shall in any way be obligated to pay the principal, premium, if any, or interest on the Bonds as the same shall become due, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the Issuer, the State of Florida or any political subdivision thereof, to levy or pledge any form of taxation whatsoever therefor or to make any appropriation for their payment but shall be payable solely from the funds and revenues pledged under and pursuant to this Agreement and the Indenture.

NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definition of Terms.

Certain terms used in this Agreement are hereinafter defined in this Section 1.1. When used herein, such terms shall have the meanings given to them by the language employed in this Article I defining such terms, and the plural includes the singular and the singular includes the plural, unless the context clearly indicates otherwise:

"Act" means the Florida Industrial Development Financing Act, being Part III of Chapter 159, Florida Statutes, as amended.

"Agreement" means this Agreement between the Issuer and the Borrower as from time to time supplemented and amended.

"Authorized Borrower Representative" means such person at the time and from time to time designated by written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by the chairman, the president, any vice president, the treasurer or any assistant treasurer of the Borrower to act on behalf of the Borrower. Such certificate may designate an alternate or alternates.

"Bond Counsel" means Miller, Canfield, Paddock and Stone, P.L.C., or such other nationally recognized municipal bond counsel of recognized expertise with respect to such matters as may be mutually satisfactory to the Issuer, the Borrower (so long as no event of default is then existing under Section 6.1(a), (b) or (d) of this Agreement) and the Trustee.

"Bond Fund" means the Bond Fund created and established in Section 5.2 of the Indenture.

"Bonds" means the $2,000,000 original aggregate principal amount of Industrial Development Revenue Bonds, Series 2002 (Wheeled Coach Industries, Inc. Project) authorized to be issued by the Issuer pursuant to the terms and conditions of Sections 2.1 and 2.2 of the Indenture.

"Borrower" means (i) Wheeled Coach Industries, Inc., the party of the second part hereto, and its successors and assigns and (ii) any surviving, resulting or transferee corporation as provided in Section 5.1 hereof.

"Change in Law" means any event not included in the definition of the term "Event of Taxability," the effect of which shall be to render the interest on the Bonds includable for any period in the gross income of the Bondowners or former Bondowners (other than a Bondowner who is a "substantial user" or a "related person" thereto) for Federal Income Tax purposes, including, but not limited to, the enactment or adoption (as determined by Bond Counsel) of any provision or change in the Code, or in the laws of the State of Florida or the regulations of any agency or instrumentality thereof (regardless of the effective date thereof) subsequent to the date hereof. The term "Change in Law" shall not include any change of any provision of the Code the effect of which is to subject interest on the Bonds to treatment as a tax preference item for purposes of computing any alternative minimum tax or other similar tax imposed on any Bondowner.

"Code" means the Internal Revenue Code of 1986, as amended.

"Completion Date" means the date of completion of construction of the Project.

"Construction Fund" means the Construction Fund created and established in Section 5.6 of the Indenture.

"Construction Period" means the period between the beginning of construction of the Project or the date on which Bonds are first delivered to the purchasers thereof, whichever is earlier, and the Completion Date.

"Cost of the Project" means the sum of the items authorized to be paid from the Construction Fund pursuant to the provisions of Section 3.3 hereof.

"Determination of Taxability" means a determination that the interest on the Bonds is includable in gross income of the Holder or the Beneficial Owner thereof for purposes of federal income taxation. A Determination of Taxability shall be deemed to have occurred upon the receipt by the Bond Trustee of a written notice from a current or former holder of a Bond, from the Issuer or from the Borrower of:

(a) the issuance of a preliminary adverse determination letter or similar written communication from by the Internal Revenue Service, or

(b) a determination of any court of competent jurisdiction in the United States, to the effect that the interest payable on the Bonds is included in the gross income of the Holders thereof for federal income tax purposes. In the event that a Holder of a Bond is contacted by the Internal Revenue Service regarding an investigation into the status of the interest on the Bonds and neither the Borrower nor the Issuer has notice of such investigation, no such Determination of Taxability shall be considered to exist as to such Holder unless.

(i) the registered owner or former registered owner of the Bond involved in such proceeding or action (a) gives the Borrower, the Issuer and the Bond Trustee notice of the commencement thereof within sixty (60) days of receipt of written notice by such Holder of such investigation and (b) (if the Borrower agrees to pay all expenses in connection therewith) offers the Borrower and the Issuer the opportunity to control unconditionally the defense thereof; and

(ii) either (a) the Borrower does not agree within thirty (30) days of receipt of such offer to pay such expenses and liabilities and to control such defense or (b) the Borrower shall undertake such defense.

No Determination of Taxability described above will result from the inclusion of interest on any Bond in the computation of minimum or indirect taxes or if the events which would otherwise give rise to a Determination of Taxability are the result of a change in the Code or regulations under the Code adopted and becoming effective after the date of issuance of the Bonds.

"Escrow Account" means the separate escrow account created in the Construction Fund by Section 5.8 of the Indenture.

"Event of Taxability" means the payment or incurring of capital expenditures, by Borrower or by any other person in excess of those permitted in the Code, or any other action by the Borrower or any other person including, but not limited to, the use of Bond proceeds which has the effect of causing the interest on the Bonds to become includable for any period in the gross income for Federal Income Tax purposes of any Owner or former Owner of the Bonds (other than an Owner who is a "substantial user" of the Project or a "related person" thereto).

"Indenture" means the Indenture of Trust, including any supplements or amendments thereto as therein permitted, between the Issuer and the Trustee, of even date herewith, pursuant to which the Bonds are authorized to be issued and pursuant to which certain of the Issuer's right, title and interest in this Agreement is pledged as security for the payment of principal, premium, if any, and interest on the Bonds.

"Issuer" means the Orange County Industrial Development Authority, the party of the first part hereto, and any successor body to the duties or functions of the Issuer.

"Manufacturing Facility" means the manufacturing facility for emergency vehicles owned and operated by the Borrower located at 2737 North Forsyth Road, Winter Park, Florida 32792.

"Project" means certain manufacturing equipment, software to operate same, facilities, structures and related property described in Exhibit A hereto, which is to be acquired with proceeds from the Bonds and installed in the Borrower's Manufacturing Facility.

"Security Interest" has the same meaning as given in Section 671.201(37), Fla. Stat. (2001).

"Reserved Rights" means (a) any right of the Issuer to give or to withhold its consent to any matter, (b) the rights of the Issuer to receive notices, (c) the rights of the Issuer under Section 4.2(c), 5.2, 6.3, and 8.11 of this Agreement, and (d) the rights of the Issuer to receive from the Guarantor under the Guaranty payments that the Borrower would be required to make in respect of the Sections of this Agreement referenced in (c) above.

"Tax Agreement" means the Tax Exemption Certificate and Agreement, dated as of the date of issuance of the Bonds, among the Issuer, the Trustee and the Borrower.

"Trustee" means Wells Fargo Bank Minnesota, National Association, as trustee, a national banking association duly organized under the laws of the United States of America, with its principal corporate trust office located in Minneapolis, Minnesota and/or any separate or co-trustee at the time serving as such under the Indenture.

The words 'hereof', "herein", "hereunder", and other words of similar import refer to this Agreement as a whole.

Unless otherwise specified, references to Articles, Sections, and other subdivisions of this Agreement are to he designated Articles, Sections, and other subdivisions of this Agreement as originally executed.

The headings of this Agreement are for convenience only and shall not define or limit the provisions hereof.

Terms defined in the Indenture and used herein shall have the same meanings herein as set forth in the Indenture.

ARTICLE II

REPRESENTATIONS

Section 2.1. Representations of the Issuer.

The Issuer makes the following representations as the basis for the undertakings on its part herein contained:

(a) The Issuer is a public body corporate and politic of the State of Florida, duly organized and validly existing under the laws and Constitution of the State of Florida. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder and under the Indenture and the Bonds. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement, the Indenture and the Tax Agreement.

(b) To provide for the financing of the Cost of the Project, on the terms and conditions contained in the Indenture, the Issuer will issue the Bonds which will mature and bear interest as set forth in Article II of the Indenture and which will be subject to redemption as set forth in Article III of the Indenture; provided, however, that the Issuer makes no representations with respect to the sufficiency of the proceeds of the Bonds to finance the Project.

(c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer's right, title and interests in this Agreement will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.

(d) The Issuer has not and will not pledge or otherwise transfer its right, title and interest in this Agreement other than to the Trustee to secure the Bonds.

(e) The Issuer has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon.

Section 2.2. Representations of the Borrower.

The Borrower makes the following representations as the basis for the undertakings on its part herein contained:

(a) The Borrower is a corporation duly incorporated under the laws of the State of Florida and is in good standing in the State of Florida, has power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement and the Tax Agreement.

(b) Neither the execution and delivery of this Agreement or the Tax Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Tax Agreement conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound, or (with or without the giving of notice or the lapse of time, or both) constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance prohibited by the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound.

(c) To the best of the Borrower's knowledge, the statements, information and descriptions contained in the Project Certificate, as of the date hereof and at the time of delivery of the Bonds, are and will be true and correct.

(Remainder of page intentionally left blank)

ARTICLE III

CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS

Section 3.1. Agreement to Construct and Equip the Project.

The Borrower agrees that it will acquire or construct, or complete the acquisition and construction of, the Project and construct, acquire and install other facilities and real and personal property deemed necessary by the Borrower for the operation of the Project, substantially in accordance with the plans and specifications therefor prepared by the Borrower, including any and all supplements, amendments and additions (or deletions) thereto (or therefrom); provided, however, that such other facilities and property shall not materially impair the effective use of the Project contemplated by this Financing Agreement.

Exhibit A hereto may be amended or supplemented from time to time upon receipt by the Issuer and the Trustee of:

(i) a certificate of an Authorized Borrower Representative describing in detail the proposed changes; and

(ii) a copy of the proposed form of amendment or supplement to Exhibit A hereto and such other documents, certificates and showings as may be required by counsel rendering the opinion in clause (iii) of this paragraph; and

(iii) an opinion of Bond Counsel to the effect that such amendment complies with the requirements of this Section 3.1 and will not adversely affect the validity of the Bonds or the exemption from federal income taxes of the interest thereon.

An amendment or supplement to Exhibit A hereto in accordance with the provisions of this Section shall not be or be deemed to be an amendment of this Agreement within the meaning of Section 8.6 hereof or Article XII of the Indenture.

Section 3.2. Agreement to Issue Bonds; Application of Bond Proceeds.

In order to provide funds to lend to the Borrower to finance the Cost of the Project as provided in Section 4.1 hereof, the Issuer agrees that it will issue under the Indenture, sell and cause to be delivered to the Underwriter, the Bonds in the aggregate principal amount of $2,000,000, bearing interest and maturing as set forth in the Indenture. The Issuer will thereupon deposit the proceeds received from the sale of the Bonds as follows: (1) in the Bond Fund, a sum equal to the accrued interest, if any, paid by the Underwriter; and (2) the balance of the proceeds from the sale of the Bonds (net of underwriting discount) in the Construction Fund.

Section 3.3. Use of Proceeds; Prohibited Use of Project; Disbursements from the Construction Fund.

Prohibited Use of Project: Neither the Issuer nor the Borrower shall cause any proceeds of the Bonds to be expended, except pursuant to the Indenture and this Agreement. The Borrower shall not: (i) requisition or otherwise allow payment out of proceeds of the Bonds (A) if such payment is to be used for the acquisition of any property (or an interest therein) unless the first use of such property is pursuant to such acquisition, provided that this clause (A) shall not apply (1) to any building (and the equipment purchased as a part thereof, if any) if the "rehabilitation expenditures," as defined in Section 147(d) of the Code, with respect to the building equal or exceed 15% of the portion of the cost of acquiring the building (including such equipment) financed with the proceeds of the Bonds, or (2) to any other property if the rehabilitation expenditures with respect thereto equal 100% of the cost of acquiring such property financed with the proceeds of the Bonds, (B) if as a result of such payment, 25% or more of the proceeds of the Bonds would be considered as having been used directly or indirectly for the acquisition of land (or an interest therein), (C) if, as a result of such payment, less than 95% of the net proceeds of the Bonds, expended at the time of such acquisition would be considered as having been used for costs of (1) the acquisition, construction, or reconstruction or improvement of land or property of a character subject to the allowance for depreciation, within the meaning of Section 144(a)(1)(A) of the Code and (2) a "manufacturing facility" within the meaning of Section 144(a)(12)(C) of the Code ("Qualifying Costs"), or (D) if such payment is used to pay issuance costs (including counsel fees and placement fees) of the Bonds in excess of an amount equal to 2% of the principal amount of the Bonds; (ii) take or omit, or permit to be taken or omitted, any other action with respect to the use of such proceeds the taking or omission of which has or would result in the loss of the exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes; or (iii) take or omit, or permit to be taken or omitted, any other action the taking or omission of which has or would cause the loss of such exclusion. Without limiting the generality of the foregoing, the Issuer and the Borrower will not used the proceeds of the Bonds, or permit such proceeds to be used directly or indirectly, for the acquisition of land (or an interest therein) to be used for farming purposes, or to provide (x) any facility the primary purpose of which is retail food and beverage services, automobile sales or service or the provision of recreation or entertainment, (y) any airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling, any store the principal business of which is the sale of alcoholic beverages for consumption off premises, any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet spots facility (including any hand ball or racquetball court), hot tub facility, suntan facility, or race track, or (z) single or multi-family residences. The Borrower shall not permit the use of the Project by any person to whom any part of the aggregate authorized face amount of the Bonds would be allocated pursuant to Section 144(a)(10) of the Code if the amount so allocated when increased as provided in Section 144(a)(10) of the Code would exceed $40,000,000.

(b) Disbursements from the Construction Fund

The Issuer hereby authorizes and directs the Trustee, upon compliance with Section 5.7 of the Indenture, to disburse the moneys in the Construction Fund to or on behalf of the Borrower for the following purposes (but, subject to the provisions of Sections 3.4 and 3.5 hereof, for no other purpose):

(1) Payment to the Borrower of such amounts, if any, as shall be necessary to reimburse the Borrower in full for all advances and payments made by it at any time prior to or after the delivery of the Bonds for expenditures in connection with the preparation of plans and specifications for the Project (including any preliminary study or planning of the Project or any aspect thereof) and the construction and acquisition of the Project.

(2) Payment of the initial or acceptance fee of the Trustee, legal, financial and accounting fees and expenses, rating agency fees, and printing and engraving costs incurred in connection with the authorization, sale and issuance of the Bonds, the execution and filing of the Indenture and the preparation and recording or filing of all other documents in connection therewith, and payment of all fees, costs and expenses for the preparation of this Agreement, the Tax Agreement, the Indenture and all other documents in connection with the authorization, sale and issuance of the Bonds.

(3) Payment for labor, services, materials and supplies used or furnished in the construction and acquisition of the Project, and payment of amounts due under contracts for the acquisition, construction and installation of the Project, all as provided in the plans, specifications and work orders therefor.

(4) Payment of the fees, if any, for architectural, engineering, legal, underwriting and supervisory services with respect to the Project.

(5) To the extent not paid by a contractor for construction or installation with respect to any part of the Project, payment of the premiums on all insurance required to be taken out and maintained during the Construction Period.

(6) Payment of the taxes, assessments and other charges, if any, that may become payable during the Construction Period with respect to the Project, or reimbursement thereof if paid by the Borrower.

(7) Payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to the Project.

(8) Interest on the Bonds during the construction of the Project.

(9) Payment of any other costs which constitute part of the Cost of the Project in accordance with generally accepted accounting principles and which are permitted by the Act and will not adversely affect the exemption from federal income taxes of interest on any of the Bonds.

All moneys remaining in the Construction Fund after the Completion Date and after payment or provision for payment of all other items provided for in the preceding subsections (1) to (9), inclusive, of this Section, shall at the direction of the Borrower be used in accordance with Section 3.4 hereof.

Each of the payments referred to in this Section shall be made upon receipt by the Trustee of a written order complying with the form set forth in Section 5.7 of the Indenture signed by an Authorized Borrower Representative. If the Borrower is relying on Section 3.3(9) for payment, it will so notify the Trustee at the time it provides the Trustee with the order pursuant to Section 5.7 of the Indenture.

Section 3.4. Establishment of Completion Date; Obligation of the Borrower to Complete.

As soon as practicable after the completion of construction of the Project, the Borrower shall furnish to the Trustee a certificate signed by an Authorized Borrower Representative stating (i) that construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, (ii) the Completion Date, (iii) the Cost of the Project, (iv) the portion of the Cost of the Project which has then been paid and (v) the portion of the Cost of the Project which has not yet then been paid. Such certificate may state that is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Moneys (including investment proceeds) remaining in the Construction Fund on the date of such certificate may be used, at the direction of an Authorized Borrower Representative, to the extent indicated, for one or more of the following purposes:

(1) for the payment, in accordance with the provisions of this Agreement, of any Cost of the Project not then paid as specified in the above-mentioned certificate; or

(2) for transfer to the Bond Fund, but only if, and to the extent that, the Trustee has been furnished with an opinion of Bond Counsel to the effect that such transfer is permitted by the Act and does not adversely affect the exemption from federal income taxes of interest on any of the Bonds.

Any moneys (including investment proceeds) remaining in the Construction Fund on the date of the aforesaid certificate and not set aside for the payment of the Cost of the Project as specified in (1) above or transferred to the Bond Fund pursuant to (2) above shall on such date be placed by the Trustee in the Escrow Account and used to pay all or part of the redemption price of Bonds at the redemption date or dates selected by the Borrower; provided that, until so used such moneys may also be used, at the direction of the Borrower, for one or more of the following purposes:

(a) to pay all or part of the price of purchasing Bonds on tender, in the open market or at private sale, on or before such date or dates, for the purpose of cancellation;

(b) for the payment of the cost of any additional project, provided that prior to such use this Agreement is amended in accordance with Section 3.1 hereof to include such additional facilities within the definition of Project as used herein;

(c) for any other purpose;

provided that, no moneys on deposit in such Escrow Account may be used for any of the purposes specified in (a), (b) or (c) in this paragraph unless and until the Borrower, at the Borrower's expense, causes Bond Counsel to deliver to the Trustee an opinion of Bond Counsel upon which the Trustee may rely to the effect that such use is permitted by the Act and does not adversely affect the exemption from federal income taxes of interest on any of the Bonds; and provided further that, until used for one or more of the foregoing purposes, moneys on deposit in the Escrow Account may be invested in investments authorized by the first paragraph of Section 3.5 of this Agreement, but may not be invested to produce a yield on such moneys (computed from the Completion Date and taking into account any investment of such moneys during the period from the Completion Date until such moneys were deposited in such Escrow Account) greater than the yield on the Bonds, all as such terms are used in and determined in accordance with relevant provisions of the Code and regulations promulgated or proposed thereunder.

In the event moneys remaining in the Construction Fund at the Completion Date are used for the purpose specified in (b) above, the provisions of this Agreement relating to and in effect during the acquisition, construction and equipping of the Project shall apply to such additional facilities.

In the event the moneys in the Construction Fund available for payment of the Cost of the Project should not be sufficient to pay the costs thereof in full, the Borrower agrees to pay directly, or to deposit in the Construction Fund moneys sufficient to pay, the costs of completing the Project as may be in excess of the moneys available therefor in the Construction Fund. The Issuer does not make any warranty, either express or implied, that the moneys which will be paid into the Construction Fund and which, under the provisions of this Agreement, will be available for payment of the Cost of the Project, will be sufficient to pay all the costs which will be incurred in that connection. The Borrower agrees that if after exhaustion of the moneys in the Construction Fund the Borrower should pay, or deposit moneys in the Construction Fund for the payment of, any portion of the Cost of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Issuer or from the Trustee or from the owners of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2 hereof.

Section 3.5. Investment of Moneys in Construction Fund and Bond Fund.

Any moneys held as a part of the Construction Fund or the Bond Fund shall at the written request (or the oral request confirmed in writing) of an Authorized Borrower Representative be invested or reinvested by the Trustee in the following: (i) any bonds or other obligations which as to principal and interest constitute direct obligations of or are unconditionally guaranteed by the United States of America, (ii) obligations of the Federal National Mortgage Association, (iii) obligations of the Federal Intermediate Credit Corporation, (iv) obligations of Federal Banks for Cooperatives, (v) certificates of deposit issued by, bankers acceptances or debt obligations of or repurchase agreement of, and interest bearing accounts in, commercial banks, including the Trustee or any of its affiliates and banks domiciled outside of the United States of America, which have a combined capital and surplus of at least $250,000,000, (vi) commercial paper of domestic corporations (as defined in Section 5.1 hereof), (vii) obligations of Federal Land Banks, (viii) obligations of Federal Home Loan Banks, (ix) obligations of the Government National Mortgage Association, (x) debt obligations of domestic corporations (as defined in Section 5.1 hereof), (xi) obligations issued by or on behalf of any state of the United States or any political subdivision thereof, or funds consisting solely of such obligations, (xii) shares of such open-end, SEC-registered money market mutual fund used by the Trustee for the investment of funds held by it and which fund invests its assets primarily in any of the securities described in clauses (i), (ii), (iii), (iv), (vii), (viii), (ix) or (xi) above, including, without limitation, any fund for which the Trustee or an affiliate of the Trustee serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Trustee or an affiliate of the Trustee charges fees and expenses from such fund for services rendered, (b) the Trustee charges and collects fees and expenses for services rendered pursuant to the Indenture, and (c) services performed for such fund and pursuant to the Indenture may converge at any time, or (xiii) any other investments permitted by law; provided, that any such investment pursuant to (vi), (x), (xi) or (xiii) above shall be rated in one of the two highest rating categories by either Standard & Poor's Corporation or Moody's Investors Service, Inc. If the Borrower fails to direct the Trustee to make such investments, the Trustee shall invest moneys held as a part of the Construction Fund or the Bond Fund in the Trustee's tax-exempt money market fund (for which the Trustee shall be entitled to charge the Borrower its customary fee charged to other investors in such fund). For purposes of this Section, a rating category shall mean a generic rating category without regard to any refinement or gradation of such rating category by numerical modifier or otherwise. The Trustee may make any and all such investments through its own trust investment department.

The investments so purchased shall be held by the Trustee and shall be deemed at all times a part of the Construction Fund or the Bond Fund, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund and any net losses resulting from such investment shall be charged to such fund.

The Borrower covenants that any funds (including investment proceeds), except funds constituting a minor portion of the proceeds of the Bonds, on deposit in the Construction Fund more than three years after the date of the delivery of the Bonds will not be invested to produce a yield greater than the yield on the Bonds, all as such terms are used in and determined in accordance with the regulations promulgated or proposed under relevant provisions of the Code.

Section 3.6. Arbitrage Certifications.

The Borrower reasonably expects, based on its knowledge, information and belief, and hereby certifies and represents to the Issuer, and the Issuer hereby certifies that it reasonably expects, that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be classified as "arbitrage bonds" under Section 148 of the Code and regulations prescribed under that Section. The Issuer and the Borrower jointly and severally certify and covenant with all purchasers and owners of the Bonds from time to time outstanding that so long as any of the Bonds remain outstanding moneys on deposit in any fund or account in connection with the Bonds, whether or not