Common use of Arbitrage and Rebate Clause in Contracts

Arbitrage and Rebate. (a) The Company acknowledges having read Section 5.09 of the Indenture and agrees to perform all duties imposed upon it by such Sections. Insofar as said Sections or any other sections of the Indenture expressly or implicitly impose duties and responsibilities on the Company, they are specifically incorporated herein by reference. (b) Neither the Company nor the Issuer shall (i) take or omit to take any action, or approve, the making by the Company of any investment or use of any proceeds of the Bonds or any other moneys within their respective control (including without limitation the proceeds of any insurance or any condemnation award with respect to the Project), or the taking or omission of any other action, which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or (ii) approve the use of any proceeds from the sale of the Bonds otherwise than in accordance with this Agreement or the Non-Arbitrage Certificate, barring any unforeseen circumstances, in which event, the Company and the Issuer shall use such proceeds with due diligence and shall otherwise comply with this Agreement. Without limiting the generality of the foregoing, the Company shall at its sole expense take all action required under Section 148 of the Code and Treasury Regulations thereunder to prevent loss of the exclusion of the interest on the Bonds from gross income of the owners thereof for Federal income tax purposes under such Section, including but not limited to paying on behalf of the Issuer the "rebatable arbitrage amount" to the United States of America in accordance with the requirements set forth in the related Treasury Regulations and complying with the requirements of Section 5.09 of the Indenture and this Section, including making the calculations and deposits required therein (with all such calculations to be supplied to the Issuer). The Company shall also comply with any similar requirements contained in any Treasury Regulations adopted in place of the existing Treasury Regulations and all other requirements of any such Treasury Regulations, to the extent applicable to the Bonds. The Company shall maintain or cause to be maintained records of any such rebate calculations for six (6) years after retirement of the Bonds. (c) Nothing contained in this Agreement or in the Indenture shall be interpreted or construed to require the Issuer to pay the Rebate Amount, such obligations being the sole responsibility of the Company.

Arbitrage and Rebate. (a) The Company acknowledges having read Section 5.09 of the Indenture and agrees to perform all duties imposed upon it by such Sections. Insofar as said Sections or any other sections of the Indenture expressly or implicitly impose duties and responsibilities on the Company, they are specifically incorporated herein by reference. (b) Neither the Company nor the Issuer shall (i) take or omit to take any action, or approve, the making by the Company of any investment or use of any proceeds of the Bonds or any other moneys within their respective control (including including, without limitation limitation, the proceeds of any insurance or any condemnation award with respect to the Project), or the taking or omission of any other action, which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or (ii) approve the use of any proceeds from the sale of the Bonds otherwise than in accordance with this Loan Agreement or the Non-Arbitrage CertificateTax Regulatory Agreement, barring any unforeseen circumstances, in which event, the Company and the Issuer shall use such proceeds with due diligence and shall otherwise comply with this Loan Agreement. Without limiting the generality of the foregoing, the Company shall at its sole expense take all action required under Section 148 of the Code and Treasury Regulations thereunder to prevent loss of the exclusion of the interest on the Bonds from gross income of the owners Owners thereof for Federal federal income tax purposes under such Section, including including, but not limited to to, paying on behalf of the Issuer the "rebatable arbitrage amount" to the United States of America in accordance with the requirements set forth in the related Treasury Regulations and complying with the requirements of Section 5.09 5.08 of the Indenture and this SectionIndenture, including making the annual calculations and deposits required therein (with all such calculations to be supplied to the Issuer)therein. The Company shall also comply with any similar requirements contained in any Treasury Regulations adopted in place of the existing Treasury Regulations and all other requirements of any such Treasury Regulations, to the extent applicable to the Bonds. The Company shall maintain or cause to be maintained records of any such rebate calculations for six (6) years after retirement shall, upon request of the Bonds. (cIssuer, provide the Issuer a copy of all calculations, compliance reports and all other documents prepared in compliance with Section 148 of the Code, the Tax Regulatory Agreement, this Section 5.13(e) Nothing contained and Section 5.08 of the Indenture. All costs and expenses incurred in this Agreement or in connection with the Indenture satisfaction of such requirements shall be interpreted or construed to require the Issuer to pay the Rebate Amount, such obligations being the sole responsibility of paid by the Company.

Arbitrage and Rebate. (a) The Company acknowledges having read Section 5.09 Borrower hereby covenants with, and certifies to, and for the benefit of, the holders of the Bonds and the Authority that so long as the Bonds remain Outstanding, moneys on deposit in any fund or account established, maintained or permitted to be established or maintained under the Indenture and agrees to perform all duties imposed upon it by or under any of the Basic Documents in connection with the Bonds, whether or not such Sections. Insofar as said Sections moneys were derived from the proceeds of the sale of the Bonds or from any other sections source, will not be used or invested in a manner which will cause the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148(a) of the Indenture expressly Code. The Borrower obligates itself to comply with the requirements of Section 148 of the Code and any regulations, whether temporary or implicitly impose duties final, promulgated thereunder or relating thereto, including but not limited to Treasury Regulation Sections 1.148-0 through 1.148-11 (such Section 148 and responsibilities on such regulations hereinafter referred to as the Company, they are specifically incorporated herein by reference"Arbitrage Rules"). (b) Neither Except with respect to earnings on funds and accounts qualifying for an exception to the Company nor rebate requirement of Section 148 of the Issuer shall (i) take or omit to take any action, or approveCode, the making Borrower will compute and pay to the United States of America the amount, if any, required by the Company of any investment or use of any proceeds Section 148(f)(2) of the Bonds or any other moneys within their respective control Code (including without limitation the proceeds "Rebate Amount"), as provided in the following subsections of any insurance or any condemnation award this section. (c) The Authority, at the direction of the Borrower, selects June 1 as the end of each bond year with respect to the ProjectBonds. The fifth June 1 following the issuance of the Bonds will be the initial installment computation date for the Bonds pursuant to Treasury Regulations Section 1.148-3(e) (the "Initial Installment Computation Date"), unless the Authority, at the direction of the Borrower, delivers to the Trustee a certificate, signed by an authorized Authority officer, selecting another date to be the installment computation date prior to the date on which any amount with respect to the Bonds is paid or required to be paid to the taking or omission United States of any other actionAmerica as required by Section 148 of the Code. (d) Within 30 days after the Initial Installment Computation Date, which would unless such date is changed by the Authority pursuant to paragraph (c), and at least once every five years thereafter, the Borrower will cause the Rebate Amount with respect to the Bonds to be computed and will deliver a copy of such computation (the "Rebate Amount Certificate") to the Authority and to the Trustee. Prior to any payment of the Rebate Amount with respect to the Bonds to the United States of America as required by Section 148 of the Code, the Rebate Amount Certificate setting forth such Rebate Amount shall be prepared or approved by (i) an independent certified public accountant, (ii) any recognized, independent arbitrage rebate calculation service acceptable to the Trustee or the Authority or (iii) Bond Counsel. The Borrower agrees to keep a record of such determinations until at least six years after the payment of the Bonds in full. (e) Not later than 55 days after the Initial Installment Computation Date, the Borrower, on behalf of the Authority, shall pay to the Trustee for deposit in the Rebate Fund and payment to the United States of America 90% of the Rebate Amount with respect to the Bonds as set forth in the Rebate Amount Certificate prepared with respect to the Initial Installment Computation Date. At least once on or before 55 days after the installment computation date that is the fifth anniversary of the Initial Installment Computation Date and on or before 55 days after every fifth anniversary date thereafter until payment in full of the Bonds, the Borrower, on behalf of the Authority, shall pay to the Trustee for deposit in the Rebate Fund and payment to the United States of America the amount, if any, by which 90% of the Rebate Amount with respect to the Bonds set forth in the most recent Rebate Amount Certificate exceeds the aggregate of all such payments theretofore made to the United States of America pursuant to this section. On or before 55 days after payment in full of the Bonds, the Borrower, on behalf of the Authority, shall pay to the Trustee for deposit in the Rebate Fund and payment to the United States of America the amount, if any, by which 100% of the Rebate Amount with respect to the Bonds set forth in the Rebate Amount Certificate for the date of payment of the Bonds exceeds the aggregate of all payments theretofore made pursuant to this Section. The Borrower shall file such forms in connection with such rebate payments as may be required by the Internal Revenue Service. (f) Notwithstanding anything contained herein to the contrary, no such payment will be made if the Borrower receives and delivers to the Authority and the Trustee an opinion of Bond Counsel that such payment is not required under the Code to prevent the Bonds from becoming "arbitrage bonds" within the meaning of Section 148 of the Code, or . (iig) approve the use of any proceeds from the sale of the Bonds otherwise than in accordance with this Agreement or the Non-Arbitrage Certificate, barring any unforeseen circumstances, in which event, the Company and the Issuer The Authority shall use such proceeds with due diligence and shall otherwise comply with this Agreement. Without limiting the generality of the foregoing, the Company shall at its sole expense take all action required under Section 148 of the Code and Treasury Regulations thereunder to prevent loss of the exclusion of the interest on the Bonds from gross income of the owners thereof for Federal income tax purposes under such Section, including but not limited to paying on behalf of the Issuer the "rebatable arbitrage amount" be liable to the United States Borrower by way of America in accordance with contribution, indemnification, counterclaim, set-off or otherwise for any payment made or expense incurred by the requirements set forth in the related Treasury Regulations and complying with the requirements of Section 5.09 of the Indenture and Borrower pursuant to this Section, including making the calculations and deposits required therein (with all such calculations to be supplied notwithstanding that payments to the Issuer). The Company shall also comply with any similar requirements contained Authority pursuant to this Section or investment by the Trustee of such payments may result in any Treasury Regulations adopted in place of the existing Treasury Regulations and all other requirements of any such Treasury Regulations, to the extent applicable to the Bonds. The Company shall maintain or cause to be maintained records of any such rebate calculations for six (6) years after retirement of the Bonds. (c) Nothing contained in this Agreement whole or in part in the Indenture shall be interpreted Borrower's liability for such payment or construed to require the Issuer to pay the Rebate Amount, such obligations being the sole responsibility of the Companyexpense. NOTHING CONTAINED HEREIN SHALL BE INTERPRETED OR CONSTRUED TO REQUIRE THE AUTHORITY OR THE TRUSTEE TO CALCULATE OR TO PAY THE "REBATE AMOUNT," SAME BEING THE SOLE AND EXCLUSIVE RESPONSIBILITY AND OBLIGATION OF THE BORROWER.