Rebate Computations. On or before each Computation Date, VPSA will prepare, or cause to be prepared, the Rebate Computations. The Rebate Computation for each Locality shall be made on the basis of information provided by VPSA and the Localities pursuant to the Related Tax Agreements. The Locality Rebate Requirement shall be calculated separately for each Locality; provided, however, that VPSA may determine to calculate the Locality Rebate Requirements in the aggregate. VPSA may make such determination in its sole discretion. If the calculation is made in the aggregate, then the Locality Rebate Requirement for each Locality shall not be greater than the portion of the Aggregate Localities Rebate Requirement determined by multiplying the Aggregate Localities Rebate Requirement by a fraction, the numerator of which is the positive Locality Rebate Requirement calculated separately and the denominator of which is the sum of all of the positive Locality Rebate Requirements calculated separately. If any provision of this Proceeds Agreement shall become inconsistent with any regulation or regulations promulgated under Section 148(f) of the Code subsequent to the date hereof, VPSA hereby agrees and covenants to prepare, or cause to be prepared, as soon as practicable, a Rebate Computation for each Locality, in compliance with such regulation or regulations, and VPSA, the Investment Manager and each of the Localities hereby further agree and covenant immediately to make any and all transfers and payments required by Sections 12 and 14 of this Proceeds Agreement from any moneys on deposit in the Income Subaccount and any other moneys of the Locality legally available for such purpose.
