Common use of Creation of Rebate Fund Clause in Contracts

Creation of Rebate Fund. There is established with ----------------------- the Trustee a fund designated "Rebate Fund"; provided that the Trustee shall only be required to establish the Rebate Fund on its books at such time as it is first determined that there are Excess Earnings. Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien hereunder. The Borrower shall, at its expense, engage and furnish information to a Financial Consultant to calculate, as soon as is practical after the end of each Bond Year for the Bonds and as soon as is practical after the payment in full of all outstanding Bonds, the amount of Excess Earnings as of the end of that Bond Year or the date of such final payment. The Trustee shall provide to the Borrower and its Financial Consultant information maintained by the Trustee necessary for the Financial Consultant to perform its obligations pursuant to this Section. The Borrower shall promptly notify the Trustee in writing of (i) the name, address and telephone number of the Financial Consultant retained by the Borrower pursuant to this Section and (ii) the amount of Excess Earnings determined by such Financial Consultant as at the end of each Bond Year and at the date of final payment of the Bonds in full. If the amount then on deposit in the Rebate Fund is in excess of the Excess Earnings as determined by the Financial Consultant, the Trustee shall forthwith pay that excess amount to the Borrower. If the amount then on deposit in the Rebate Fund is less than such Excess Earnings, the Borrower shall, within five days after receipt of the Financial Consultant's determination thereof, pay to the Trustee for deposit in the Rebate Fund an amount sufficient to cause the Rebate Fund to contain an amount equal to such Excess Earnings. If the Borrower does not pay that required amount within five days after receipt of the Financial Consultant's determination of the Excess Earnings, the Trustee shall immediately transfer that amount from the Project Fund or the General Account of the Bond Fund to the Rebate Fund to the extent there are moneys available in the Project Fund or the General Account of the Bond Fund, as the case may be. If the Borrower shall fail to engage a Financial Consultant as required hereunder, the Trustee may (but shall not be required to) engage a Financial Consultant at the Borrower's expense for the purposes hereof, in which case (i) the Trustee shall notify the Borrower in writing of any determination of the Financial Consultant with respect to Excess Earnings and (ii) the Borrower shall pay the Trustee any amounts necessary to make the required deposits to the Rebate Fund within five days after the Trustee's notification to the Borrower. Within 60 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, the Trustee, acting on behalf of the Issuer, shall, at the written direction of the Borrower, pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 90% (or such greater percentage not in excess of 100% as the Borrower in writing may direct the Trustee to pay) of the Excess Earnings earned from the date of the original delivery of the Bonds to the end of such fifth Bond Year (less the amount of Excess Earnings, if any, previously paid to the United States of America pursuant to this Section). Within 60 days after the payment in full of all outstanding Bonds, the Trustee shall, at the written direction of the Borrower, pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 100% of the Excess Earnings earned from the date of the original delivery of the Bonds to the date of such payment (less the amount of Excess Earnings, if any, previously paid to the United States of America pursuant to this Section) and any moneys remaining in the applicable account in the Rebate Fund following such payment shall be paid to the Borrower. All computations of Excess Earnings pursuant to this Section and Section 3.8 of the Financing Agreement shall treat the amount or amounts, if any, previously paid to the United States of America pursuant to this Section and Section 3.8 of the Financing Agreement as amounts on deposit in the Rebate Fund. The Trustee shall keep records of the computations made pursuant to this Section provided to it by the Borrower. If all the gross proceeds of the Bonds, within the meaning of Section 148(f) of the Code, together with the gross proceeds of any other obligations treated as part of the same issue for purposes of Section 148(f) of the Code, are invested solely in tax-exempt obligations or are fully expended for the governmental purpose for which the Bonds were issued within six months of the date of issuance of the Bonds, or if the Bonds qualify for the exemption from rebate pursuant to the 18-month spend-out exception contained in the regulations promulgated under Section 148(f) of the Code, then the provisions of this Section and Section 3.8 of the Financing Agreement shall not be applicable to the investment of original proceeds of the Bonds in the Project Fund and the Borrower shall not be required to engage a Financial Consultant or otherwise comply with the foregoing provisions of this Section; provided that the Borrower shall remain responsible to determine Excess Earnings, if any, and to cause to be paid to the Trustee for deposit in the Rebate Fund and payment to the United States of America such amounts, if any, at such times as may be necessary to comply with the requirements of Section 148(f) of the Code with respect to the Bonds. The Issuer hereby elects the application of provisions for qualified temporary investments relating to investment of proceeds in obligations described in subsection (v) of Eligible Investments pursuant to Treasury regulations under Section 148 of the Code, providing for certain temporary investments of proceeds which are invested exclusively in tax-exempt obligations. In determining whether any of the exceptions provided for in this paragraph to the applicability of this Section and Section 3.8 of the Agreement apply, the Trustee shall be entitled to receive, at the expense of the Borrower, an opinion of Bond Counsel.

Creation of Rebate Fund. There is established with ----------------------- created by the Issuer and ordered maintained a separate deposit account in the custody of the Trustee a fund to be designated "“Ohio Water Development Authority - FirstEnergy Generation Corp. Series 2006-A Rebate Fund"; provided that the Trustee shall only be required to establish the Rebate Fund on its books at such time as it is first determined that there are Excess Earnings. .” Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien hereunder. The Borrower shall, at its expense, engage Trustee shall keep and furnish information make available to a Financial Consultant the Company such records concerning the investment of the gross proceeds of the Bonds and the investment of earnings from those investments as may be requested by the Company in order to calculate, enable the Company to make the aforesaid computations as soon are required under Section 148(f) of the Code. The Company shall obtain and keep such records of the computations made pursuant to this Section as is practical are required under Section 148(f) of the Code. Within five days after the end of each the fifth Bond Year for the Bonds and as soon as is practical every fifth Bond Year thereafter, and within five days after the payment in full of all outstanding Outstanding Bonds, and, at the option of the Company, after the end of any other Bond Year, the Company shall calculate the amount of Excess Earnings as of the end of that Bond Year or the date of such final payment. The Trustee payment and shall provide to the Borrower and its Financial Consultant information maintained by the Trustee necessary for the Financial Consultant to perform its obligations pursuant to this Section. The Borrower shall promptly notify the Trustee in writing of (i) the name, address and telephone number of the Financial Consultant retained by the Borrower pursuant to this Section and (ii) the amount of Excess Earnings determined by such Financial Consultant as at the end of each Bond Year and at the date of final payment of the Bonds in fullthat amount. If the amount then on deposit in the Rebate Fund is in excess of the Excess Earnings as determined by the Financial ConsultantEarnings, the Trustee shall forthwith pay that excess amount to the BorrowerCompany. If the amount then on deposit in the Rebate Fund is less than such the Excess Earnings, the Borrower Company shall, within five days after receipt the date of the Financial Consultant's determination thereofaforesaid calculation, pay to the Trustee for deposit in the Rebate Fund Fund, as required under the Agreement, an amount sufficient to cause the Rebate Fund to contain an amount equal to such the Excess Earnings. If the Borrower does not pay that required amount within five days after receipt The obligation of the Financial Consultant's determination of the Excess Earnings, the Trustee shall immediately transfer that amount from the Project Fund or the General Account of the Bond Fund to the Rebate Fund to the extent there are moneys available in the Project Fund or the General Account of the Bond Fund, as the case may be. If the Borrower shall fail to engage a Financial Consultant as required hereunder, the Trustee may (but shall not be required to) engage a Financial Consultant at the Borrower's expense for the purposes hereof, in which case (i) the Trustee shall notify the Borrower in writing of any determination of the Financial Consultant with respect to Excess Earnings and (ii) the Borrower shall pay the Trustee any amounts necessary Company to make such payments shall remain in effect and be binding upon the required deposits to Company notwithstanding the Rebate Fund within five days after the Trustee's notification to the Borrowerrelease and discharge of this Indenture. Within 60 30 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, the Trustee, acting on behalf of the Issuer, shall, at the written direction of the Borrower, shall pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 90% (or such greater percentage not in excess of 100% as the Borrower Company in writing may direct the Trustee to pay) of the Excess Earnings earned from the date of the original delivery of the Bonds to the end of such the applicable fifth Bond Year (less the amount of Excess Earnings, if any, previously paid to the United States of America pursuant to this Section). Within 60 days after the payment in full of all outstanding Bonds, the Trustee shall, at the written direction of the Borrower, shall pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 100% of the Excess Earnings earned from the date of the original delivery of the Bonds to the date of such payment (less the amount of Excess Earnings, if any, previously paid to the United States of America pursuant to this Section) and any moneys remaining in the applicable account in the Rebate Fund following such payment shall be paid to the BorrowerCompany. All computations of Excess Earnings pursuant to this Section and Section 3.8 of the Financing Agreement shall treat the amount or amounts, if any, previously paid to the United States of America pursuant to this Section and Section 3.8 5.10 of the Financing Agreement as amounts on deposit in the Rebate Fund. The Trustee shall keep records of the computations made pursuant to this Section provided to it by the Borrower. If all the gross proceeds of the Bonds, within the meaning of Section 148(f) of the Code, together with the gross proceeds of any other obligations treated as part of the same issue for purposes of Section 148(f) of the Code, are invested solely in tax-exempt obligations or are fully expended for the governmental purpose for which the Bonds were issued within six months of the date of issuance of the Bonds, or if and it is not anticipated that any other gross proceeds will arise during the Bonds qualify for the exemption from rebate pursuant to the 18-month spend-out exception contained in the regulations promulgated under Section 148(f) remainder of the Codeterm of the Bonds, then the provisions of this Section 6.04 and of Section 3.8 5.10 of the Financing Agreement shall not be applicable except to the investment extent of original any gross proceeds that actually become available more than six months after the date of issuance of the Bonds. Furthermore, if all of the gross proceeds of the Bonds are invested at all times only in property which is not treated as “investment property” under the Project Fund Code, the provisions of this Section 6.04 and of Section 5.10 of the Borrower Agreement shall not be required to engage a Financial Consultant or otherwise comply with the foregoing provisions of this Section; provided that the Borrower shall remain responsible to determine Excess Earnings, if any, and to cause to be paid to the Trustee for deposit in the Rebate Fund and payment to the United States of America such amounts, if any, at such times as may be necessary to comply with the requirements of Section 148(f) of the Code with respect to the Bondsapplicable. The Issuer hereby elects the application of provisions for qualified temporary investments relating Trustee shall have no duty to investment of proceeds in obligations described in subsection (v) of Eligible Investments verify any calculations performed pursuant to Treasury regulations under Section 148 of the Code, providing for certain temporary investments of proceeds which are invested exclusively in tax-exempt obligations. In determining whether any of the exceptions provided for in this paragraph to the applicability of this Section and Section 3.8 6.04. (End of the Agreement apply, the Trustee shall be entitled to receive, at the expense of the Borrower, an opinion of Bond Counsel.Article VI) -

Creation of Rebate Fund. There is established with ----------------------- created by the Issuer and ordered maintained as a separate deposit account in the custody of the Trustee a fund to be designated "County of Saratoga Industrial Development Agency - Xxxxxxxx Adhesives, Inc. Project Rebate Fund"; provided that the Trustee shall only be required to establish the Rebate Fund on its books at such time as it is first determined that there are Excess Earnings. ." Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien hereunder. The Borrower shallTrustee shall cause to be calculated, at its expense, engage and furnish information to a Financial Consultant to calculate, as soon as is practical within 30 days after the end of each 5th Bond Year for each series of Bonds and within 30 days after Conversion of the interest on the Bonds to the Taxable Weekly Rate and as soon as is practical within 30 days after the payment in full of all outstanding BondsBonds of each series, the amount of Excess Earnings Rebate Amount as of the end of that Bond Year or the date of such final paymentpayment in full; provided, that the Trustee shall, at the expense of the Company, engage and furnish information to an independent certified public accounting firm or firm of attorneys or a recognized rebate calculation firm designated and approved by the Designated Representative and approved by the Trustee, to make such calculations on behalf of the Trustee and the Company. The Trustee shall provide to the Borrower and its Financial Consultant information maintained by the Trustee necessary for the Financial Consultant to perform its obligations pursuant to this Section. The Borrower shall promptly notify the Trustee Company in writing of (i) the name, address that amount and telephone number of the Financial Consultant retained by amount then on deposit in the Borrower pursuant to this Section and (ii) applicable accounts in the amount of Excess Earnings determined by such Financial Consultant as at the end of each Bond Year and at the date of final payment of the Bonds in fullRebate Fund. If the amount then on deposit in the account in the Rebate Fund is in excess of the Excess Earnings as determined by Rebate Amount (less the Financial ConsultantRebate Amounts, if any, previously paid to the United States pursuant to this Section), the Trustee shall forthwith pay that excess amount to the BorrowerCompany. If the amount then on deposit in the applicable account in the Rebate Fund is less than such Excess Earningsthe Rebate Amount (less the Rebate Amounts, if any, previously paid to the United States pursuant to this Section), the Borrower Company shall, within five 5 days after receipt of the Financial Consultant's determination thereofaforesaid notice from the Trustee, pay to the Trustee for deposit in the Rebate Fund an amount sufficient to cause the applicable account in the Rebate Fund to contain an amount equal to such Excess Earnings. If the Borrower does not pay that required amount within five days after receipt of Rebate Amount (less the Financial Consultant's determination of the Excess EarningsRebate Amounts, the Trustee shall immediately transfer that amount from the Project Fund or the General Account of the Bond Fund if any, previously paid to the Rebate Fund United States pursuant to the extent there are moneys available in the Project Fund or the General Account of the Bond Fund, as the case may be. If the Borrower shall fail to engage a Financial Consultant as required hereunder, the Trustee may (but shall not be required to) engage a Financial Consultant at the Borrower's expense for the purposes hereof, in which case (i) the Trustee shall notify the Borrower in writing of any determination of the Financial Consultant with respect to Excess Earnings and (ii) the Borrower shall pay the Trustee any amounts necessary to make the required deposits to the Rebate Fund within five days after the Trustee's notification to the Borrowerthis Section). Within 60 45 days after the end of the fifth 5th Bond Year and every fifth 5th Bond Year thereafter, the Trustee, acting on behalf of the Issuer, shall, at the written direction of the Borrower, shall pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 90% (or such greater percentage not in excess of 100% as the Borrower in writing Company may direct the Trustee to pay) of the Excess Earnings earned from the date Rebate Amount as of the original delivery of the Bonds to the end of such fifth 5th Bond Year (less the amount of Excess EarningsRebate Amounts, if any, previously paid to the United States of America pursuant to this Section). Within 60 days after the Conversion of the interest rate on the Bonds to the Taxable Weekly Rate or the payment in full of all outstanding BondsBonds of each series, the Trustee shall, at the written direction of the Borrower, shall pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 100% of the Excess Earnings earned from the date Rebate Amount as of the original delivery of the Bonds to the date of such payment (less the amount of Excess EarningsRebate Amounts, if any, previously paid to the United States of America pursuant to this Section) and any ). Any moneys remaining in the applicable account in the Rebate Fund following such payment shall be paid to the BorrowerCompany. All computations of Excess Earnings Rebate Amounts pursuant to this Section and Section 3.8 of the Financing Agreement shall treat the amount or amounts, if any, previously paid to the United States of America pursuant to this Section and Section 3.8 of the Financing Agreement as amounts on deposit in the Rebate Fund. The Trustee shall obtain and keep such records of the computations made pursuant to this Section provided to it by as are required under Section 148(f) of the BorrowerCode. If all the gross proceeds of the BondsBonds of any series, within the meaning of Section 148(f) of the Code, together with the Code (other than gross proceeds of any other obligations treated as part of in a bona fide debt service fund within the same issue for purposes meaning of Section 148(f) 148 of the Code), are invested solely in tax-exempt obligations or are fully expended for the governmental purpose for which that series of Bonds was issued so as to meet the Bonds were issued within six months exceptions to the rebate requirements set forth in Section 148(f)(4)(B) of the date of issuance of the Bonds, Code (6-month exception) or if the Bonds qualify for the exemption from rebate pursuant to the in Treasury Regulations ss.1.148-7(d) (18-month spend-out exception contained exception) as further described in the regulations promulgated under Section 148(f) of the CodeTax Compliance Agreement, then the provisions of this Section 5.06 and Section 3.8 of the Financing Agreement shall not be applicable deemed as met. The procedures provided in this Section may be modified to the investment of original proceeds of the Bonds in the Project Fund and the Borrower shall not be required to engage a Financial Consultant or otherwise comply with the foregoing provisions of this Section; provided that the Borrower shall remain responsible to determine Excess Earnings, if any, and to cause to be paid to the Trustee for deposit in the Rebate Fund and payment to the United States of America such amounts, if any, at such times as may be extent necessary to comply with the requirements of Section 148(f) of the Code with respect to the Bonds. The Issuer hereby elects the application of provisions for qualified relevant regulations, temporary investments relating to investment of proceeds in obligations described in subsection (v) of Eligible Investments pursuant to Treasury regulations and proposed regulations under Section 148 of the Code, providing for certain temporary investments as determined in an opinion of proceeds which are invested exclusively in tax-exempt obligations. In determining whether any of the exceptions provided for in this paragraph nationally recognized bond counsel delivered to the applicability of this Section and Section 3.8 of the Agreement apply, Trustee; provided that the Trustee shall not be entitled relieved of its obligation to receive, at calculate or cause to be calculated the expense Rebate Amount under Section 148 of the Borrower, an opinion of Bond CounselCode and to ensure that sufficient moneys to pay that amount are on deposit in the Rebate Fund.

Creation of Rebate Fund. There (a) A special Rebate Fund is hereby established by the Issuer. The Rebate Fund shall be for the sole benefit of the United States of America and shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the purpose of complying with ----------------------- Section 148 of the Code and the Treasury Regulations promulgated pursuant thereto. The money deposited in the Rebate Fund, together with all investments thereof (as permitted in Section 4.12(h) hereof) and investment income therefrom, shall be held in trust and applied solely as provided in this section. The Rebate Fund is not a portion of the Trust Estate and is not subject to the lien of this Indenture. Notwithstanding the foregoing, the Trustee a fund designated "Rebate Fund"; provided that the Trustee shall only be required to establish the Rebate Fund on its books at such time as it is first determined that there are Excess Earnings. Any provision hereof to the contrary notwithstanding, amounts credited with respect to the Rebate Fund shall be free is afforded all the rights, protections and clear of any lien immunities otherwise accorded to it hereunder. The Borrower shall, at its expense, engage and furnish information to a Financial Consultant to calculate, as soon as is practical . (b) Within ten days after the end close of each Bond Year for the Bonds and as soon as is practical after the payment in full of all outstanding Bonds, the amount of Excess Earnings as fifth anniversary date of the end of that Bond Year or the date of such final payment. The Trustee shall provide to the Borrower and its Financial Consultant information maintained by the Trustee necessary for the Financial Consultant to perform its obligations pursuant to this Section. The Borrower shall promptly notify the Trustee in writing of (i) the name, address and telephone number issuance of the Financial Consultant retained by the Borrower pursuant to this Section and (ii) the amount of Excess Earnings determined by such Financial Consultant as at the end of each Bond Year and at the date of final payment of the Bonds in full. If the amount then on deposit in the Rebate Fund is in excess of the Excess Earnings as determined by the Financial ConsultantBonds, the Trustee shall forthwith pay that excess amount to receive from the Borrower. If Company a computation in the form of a certificate of an authorized officer of the Company of the amount then on deposit in the Rebate Fund is less than such of "Excess Earnings," if any, for the Borrower shall, within five days after receipt period beginning on the date of delivery of the Financial Consultant's determination thereof, Bonds and ending at the close of such immediately preceding "Bond Year" and the Company shall pay to the Trustee for deposit in the Rebate Fund an amount sufficient to cause the Rebate Fund to contain an amount equal to such Excess Earnings. If the Borrower does not pay that required amount within five days after receipt of the Financial Consultant's determination of the Excess Earnings, the Trustee shall immediately transfer that amount from the Project Fund or the General Account of the Bond Fund to the Rebate Fund to the extent there are moneys available in the Project Fund or the General Account of the Bond Fund, as the case may be. If the Borrower shall fail to engage a Financial Consultant as required hereunder, the Trustee may (but shall not be required to) engage a Financial Consultant at the Borrower's expense for the purposes hereof, in which case (i) the Trustee shall notify the Borrower in writing of any determination of the Financial Consultant with respect to Excess Earnings and (ii) the Borrower shall pay the Trustee any amounts necessary to make the required deposits to the Rebate Fund within five days after the Trustee's notification to the Borrower. Within 60 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, the Trustee, acting on behalf of the Issuer, shall, at the written direction of the Borrower, pay to the United States of America in accordance with Section 148(f) of the Code from the moneys then on deposit in the applicable account in into the Rebate Fund an amount equal to 90% (or such greater percentage not the difference, if any, between the amount then in excess of 100% as the Borrower in writing may direct the Trustee to pay) of Rebate Fund and the Excess Earnings earned from so computed. The term "Bond Year" means with respect to the Bonds each one-year period ending on the anniversary of the date of the original delivery of the Bonds or such other period as may be elected by the Issuer in accordance with the Regulations and notice of which election has been given to the end Trustee. If, at the close of such fifth any Bond Year (less Year, the amount of Excess Earnings, if any, previously in the Rebate Fund exceeds the amount that would be required to be paid to the United States of America pursuant to this Section). Within 60 days after the payment in full of all outstanding Bonds, the Trustee shall, at the written direction of the Borrower, pay to the United States of America in accordance with Section 148(funder paragraph (d) of the Code from the moneys then on deposit in the applicable account in the Rebate Fund an amount equal to 100% of the Excess Earnings earned from the date of the original delivery of the Bonds to the date of such payment (less the amount of Excess Earnings, if any, previously paid to the United States of America pursuant to this Section) and any moneys remaining in the applicable account in the Rebate Fund following such payment shall be paid to the Borrower. All computations of Excess Earnings pursuant to this Section and Section 3.8 of the Financing Agreement shall treat the amount or amounts, if any, previously paid to the United States of America pursuant to this Section and Section 3.8 of the Financing Agreement as amounts on deposit in the Rebate Fund. The Trustee shall keep records of the computations made pursuant to this Section provided to it by the Borrower. If all the gross proceeds of the Bonds, within the meaning of Section 148(f) of the Code, together with the gross proceeds of any other obligations treated as part of the same issue for purposes of Section 148(f) of the Code, are invested solely in tax-exempt obligations or are fully expended for the governmental purpose for which the Bonds were issued within six months of the date of issuance of the Bonds, or below if the Bonds qualify for the exemption had been paid in full, such excess may be transferred from rebate pursuant to the 18-month spend-out exception contained in the regulations promulgated under Section 148(f) of the Code, then the provisions of this Section and Section 3.8 of the Financing Agreement shall not be applicable to the investment of original proceeds of the Bonds in the Project Fund and the Borrower shall not be required to engage a Financial Consultant or otherwise comply with the foregoing provisions of this Section; provided that the Borrower shall remain responsible to determine Excess Earnings, if any, and to cause to be paid to the Trustee for deposit in the Rebate Fund and payment paid to the United States of America such amounts, if any, Company at such times as may be necessary to comply with the requirements of Section 148(f) written instructions of the Code with respect Company, and the Company shall use such excess for such purposes for which, or to the Bonds. The Issuer hereby elects the application of provisions for qualified temporary investments relating be redeposited to investment of proceeds in obligations described in subsection (v) of Eligible Investments pursuant to Treasury regulations under Section 148 of the Codesuch fund from which, providing for certain temporary investments of proceeds which are invested exclusively in tax-exempt obligations. In determining whether any of the exceptions provided for in this paragraph to the applicability of this Section and Section 3.8 of the Agreement apply, the Trustee shall be entitled to receive, at the expense of the Borrower, an opinion of Bond Counselsuch amounts were originally derived.