Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. (b) Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority.
Appears in 3 contracts
Samples: Trust Agreement, Trust Agreement, Trust Agreement
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate.
(b) Any funds remaining in the Rebate Fund with respect to the a Series of Bonds after redemption and payment of all such Series of Bonds and all other amounts due hereunder or under the Facilities LeaseLease relating to such Series of Bonds, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee The Rebate Fund shall establish and maintain a fund be separate from any other fund or account established and maintained hereunder designated as or under any laws governing the Rebate Fundcreation and use of funds by the Issuer. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax CertificateRegulatory Agreement. All Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement Amount (as defined in the Tax CertificateRegulatory Agreement), for payment to the federal government of the United States of America, and neither the Issuer nor the Holder of any Bonds shall have any rights in or claim to such money. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 Section, and by the Tax Certificate Regulatory Agreement (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate.
(b) Any Notwithstanding any other provisions herein, the Trustee shall deposit amounts to the Rebate Fund from deposits by the Issuer or from amounts available for such purpose held in the Construction Fund and the Bond Fund, if and to the extent required, when stipulated pursuant to the Tax Regulatory Agreement. Computations of the Rebate Amount shall be furnished to the Trustee in accordance with the Tax Regulatory Agreement.
(c) The Trustee shall have no obligations to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under this Indenture or from other moneys provided to it by the Issuer.
(d) The Trustee shall invest all amounts held in the Rebate Fund in Permitted Investments as directed by the Issuer and subject to the restrictions set forth in the Tax Regulatory Agreement.
(e) The Trustee shall remit part or all of the balances in the Rebate Fund to the United States. At the direction of the Issuer, any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all of the Bonds and all other amounts due hereunder or under the Facilities Leasepayment and satisfaction of any Rebate Amount, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to the Issuer.
(f) Notwithstanding any other provision of this Indenture, the obligation to remit the Rebate Amounts to the United States and to comply with all other requirements of this Section and the Tax Regulatory Agreement shall survive the defeasance or upon the Written Request payment in full of the AuthorityBonds.
Appears in 1 contract
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in credited to the Rebate Fund such moneys in the amounts as are required to be deposited therein pursuant to and at the times specified in the Tax CertificateCompliance Certificate so as to enable the District to comply with the covenants referred to in Section 5.15 hereof. All money at any time deposited in Xxxxxxx credited to the Rebate Fund shall not be held subject to the lien and pledge of this Indenture. The District shall cause amounts credited to the Rebate Fund to be forwarded to the United States Treasury (at the address provided in the Tax Compliance Certificate) at the times and in the amounts set forth in the Tax Compliance Certificate. The Trustee shall not be required to take any actions under the Tax Compliance Certificate in the absence of written instructions from the District, and the Trustee shall conclusively be deemed to have complied with the provisions of the Tax Compliance Certificate if it complies with such written instructions of the District. Notwithstanding any other provision of this Indenture, the Trustee may, at the written direction of the District, transfer to the Rebate Fund any investment income or other gain attributable to the 0.4% Sales Tax Increase Fund, the 0.6% Sales Tax Fund, the 2022A Bond Account and the 2022B Bond Account if necessary to satisfy the amounts required to be on deposit therein. Upon receipt by the Trustee of a written opinion of Bond Counsel to the effect that the amount credited to the Rebate Fund is in excess of the amount required to be contained therein, such excess shall be transferred to the Bond Fund forthwith. The Trustee may conclusively rely on any written direction from the District with regard to the Rebate Fund and the District hereby agrees to hold harmless the Trustee for any loss, claim, liability or expense incurred by the District for any actions taken by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied accordance with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificatedirection.
(b) Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority.
Appears in 1 contract
Samples: Indenture of Trust
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain and hold in trust until all of the Series 1990A Bonds have been retired, and for sixty (60) days thereafter, a fund entitled the "Portland General Electric Company Series 1990A Rebate Fund" (the "Rebate Fund") for the purposes described herein. The Rebate Fund shall be maintained by the Trustee as a fund separate from any other fund or account established and maintained hereunder designated as hereunder; provided however that the Rebate FundTrustee will have no responsibility for the making of any calculations required under this Section 3.7 or for confirming the correctness of any calculations or computations delivered to it under Section 3.5 of the Agreement. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant Subject to the Tax Certificate. All transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), trust for payment to the federal government of the United States of AmericaAmerica in satisfaction of the requirements of Section 148 of the 1986 Code, and neither the Issuer, the Company nor the Bondholder of any Series 1990A Bonds shall have any rights in or claim to such money. Notwithstanding Amounts in the provisions Rebate Fund, including investment income, shall be free and clear of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating any lien or pledge to the pledge benefit of Revenues, the allocation holders of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Series 1990A Bonds, all . All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by Section 3.5 of the Tax Certificate (which is incorporated herein by reference)Agreement. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCompany, shall not be required to take any actions thereunder in the absence of written directions by the company, and shall have no liability or responsibility to enforce compliance by the Authority Company or the Issuer with the terms thereof and may conclusively rely on such directions as to the correctness of the Tax Certificateany matters stated therein.
(b) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the Rebate Fund or from other moneys provided to it by the Company.
(c) Any moneys in the Rebate Fund shall be invested, at the written direction of the Company, in specified Permitted Investments. The Trustee shall maintain records of the date and amount of each deposit made into the Rebate Fund and of the investments made of such amounts, so that the investment earnings allocable to each deposit made into the Rebate Fund can be identified as if such deposits were made in segregated accounts; provided that the Trustee may commingle the amounts deposited into the Rebate Fund and shall not be required to segregate such deposits.
(d) The Trustee shall deposit in the Rebate Fund all payments of rebatable arbitrage received from the Company pursuant to Section 3.5 of the Agreement.
(i) The Trustee shall make payments from the Rebate Fund to the United States of America at such times and in such amounts as are required by Section 148(f) of the 1986 Code, including payments of installments of at least 90% of the rebatable arbitrage within 60 days after the end of each fifth bond year, payment of all the rebatable arbitrage and attributable income within 60 days after retirement of the last bond of the issue. The Trustee may rely on written instructions from an Authorized Company Representative in carrying out this duty. The Trustee shall notify the Issuer and the Company of the date and amount of all payments from the Rebate Fund. For purposes of this Section 3.7, "bond year" means a one-year period (or shorter period from the date of issue of the Series 1990A Bonds) that ends on the last day of a compounding period used in computing yield.
(ii) If an Authorized Company Representative so directs in writing, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the written directions of an Authorized Company Representative, provided that no payments may be made from the Bond Fund to the Rebate Fund. Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all of the Series 1990A Bonds and all other amounts due hereunder or under the Facilities Lease, payment and satisfaction of any amount of rebatable arbitrage or provision made therefor satisfactory to the TrusteeTrustee shall, including accrued interest at the request of an Authorized Company Representative, be withdrawn and remitted to an Authorized Company Representative and the Trustee shall have no responsibility or liability therefor after such remittance.
(f) Notwithstanding any other provisions of this Indenture, the obligation to remit amounts to the United States to satisfy the requirements of Section 148 of the 1986 Code and to Comply with all other requirements of this Section and Section 3.5 of the Agreement, shall survive the defeasance or payment in full of any applicable fees and expenses the Series 1990A Bonds.
(g) Notwithstanding the foregoing, the requirements of this Section 3.7 shall be deemed to be satisfied on or after the date that the Company provides the Trustee and satisfaction the Issuer with an opinion of Bond Counsel that the requirements of Section 148(f) of the Rebate Requirement 1986 Code have been complied with.
(as defined h) All references in the Tax Certificate), shall be withdrawn by the Trustee this Section and remitted to or upon the Written Request in Section 3.5 of the AuthorityAgreement to directions or similar communications from the company shall mean directions or similar communications from an Authorized Company Representative.
Appears in 1 contract
Samples: Indenture of Trust (Enron Corp/Or/)
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain maintain, when required, a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited in necessary to comply with written instructions of the Rebate Fund such amounts as are required to be deposited therein Corporation given pursuant to the terms and conditions of the Tax Certificate. All Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the federal government of the United States of America. Notwithstanding Neither the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of RevenuesAuthority, the allocation Corporation nor the Holder of money any Tax Exempt Bonds shall have any rights in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all claim to such money. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section, by Section 6.03 6.09 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCorporation including supplying all necessary information in the manner provided in the Tax Certificate, and shall have no liability or responsibility to enforce compliance by the Corporation or the Authority with the terms of the Tax Certificate.
(b) Any funds remaining in Certificate or any other tax covenants contained herein. The Trustee shall not be responsible for calculating rebate amounts or for the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder adequacy or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment correctness of any applicable fees and expenses rebate report or rebate calculations. The Trustee shall have no independent duty to review such calculations or enforce the compliance by the Corporation with such rebate requirements. The Trustee shall have no duty or obligation to determine the applicability of the Trustee Code and satisfaction of the Rebate Requirement (as defined shall only be obligated to act in the Tax Certificate), shall be withdrawn accordance with written instructions provided by the Trustee and remitted to or upon the Written Request of the AuthorityCorporation.
Appears in 1 contract
Samples: Indenture
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain maintain, when required, a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited in necessary to comply with instructions of the Rebate Fund such amounts as are required to be deposited therein Corporation given pursuant to the terms and conditions of the Tax CertificateAgreement. All Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax CertificateAgreement), for payment to the federal government of the United States of America. Notwithstanding Neither the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of RevenuesAuthority, the allocation Corporation nor the Owner of money any Bonds shall have any rights in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all claim to such money. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 5.07, by Section 6.07 and by the Tax Certificate Agreement (which is incorporated herein by reference, but the provisions of which the Trustee shall not be deemed to have knowledge). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCorporation including supplying all necessary information in the manner provided in the Tax Agreement, and shall have no liability or responsibility to enforce compliance by the Corporation or the Authority with the terms of the Tax CertificateAgreement or any other tax covenants contained herein. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report or rebate calculations. The Trustee shall have no independent duty to review such calculations or enforce the compliance by the Corporation with such rebate requirements. The Trustee shall have no duty or obligation to determine the applicability of the Code and shall only be obligated to act in accordance with written instructions provided by the Corporation.
(b) Upon the Corporation’s written direction, an amount shall be deposited to the Rebate Fund by the Trustee from deposits by the Corporation, if and to the extent required, so that the balance in the Rebate Fund shall equal the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the Corporation in accordance with the Tax Agreement. The Trustee shall supply to the Corporation and/or the Authority all necessary information in the manner requested to the extent such information is reasonably available to the Trustee.
(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section 5.07, other than from moneys held in the funds and accounts created under this Indenture or from other moneys provided to it by the Corporation.
(d) At the written direction of the Corporation, the Trustee shall invest all amounts held in the Rebate Fund in Investment Securities, subject to the restrictions set forth in the Tax Agreement. Moneys shall not be transferred from the Rebate Fund except as provided in paragraph (e) below. The Trustee shall not be liable for any consequences arising from such investment.
(e) Upon receipt of the Corporation’s written directions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States, as so directed. In addition, if the Corporation so directs, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such accounts or funds as directed by the Corporation’s written directions; provided, however, only moneys in excess of the Rebate Requirement may, at the written direction of the Corporation or the Authority, be transferred out of the Rebate Fund to such other accounts or funds or to anyone other than the United States in satisfaction of the arbitrage rebate obligation. Any funds remaining in the Rebate Fund with respect after each five year remission to the Bonds after United States of America, redemption and payment of all of the Bonds and all other amounts due hereunder or under the Facilities Leasepayment and satisfaction of any Rebate Requirement, or provision made therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Corporation.
(f) Notwithstanding any other provision of this Indenture, including accrued interest and payment of any applicable fees and expenses of in particular Article X, the Trustee and satisfaction of obligation to remit the Rebate Requirement (as defined in to the United States and to comply with all other requirements of this Section 5.07, Section 6.07 and the Tax Certificate), Agreement shall be withdrawn by survive the Trustee and remitted to defeasance or upon the Written Request payment in full of the AuthorityBonds.
Appears in 1 contract
Samples: Indenture
Rebate Fund. (aA) In addition Upon receipt of funds to be applied to the accounts created pursuant to Section 5.03Rebate Requirement, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited necessary in order to comply with the Rebate Fund such amounts terms and requirements of each Tax Certificate as are required to be deposited therein pursuant directed in writing by the Authority. Subject to the Tax Certificate. All transfer provisions provided in paragraph (C) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate)Requirement, for payment to the federal government of the United States of America, and neither the Trustee nor any Holder nor any other Person shall have any rights in or claim to such money. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 Trust Agreement and by the applicable Tax Certificates. The Authority hereby covenants to comply with the directions contained in each Tax Certificate and the Trustee hereby covenants to comply with all written instructions of the Authority delivered to the Trustee pursuant to each Tax Certificate (which is incorporated herein by referenceinstructions shall state the actual amounts to be deposited in or withdrawn from the Rebate Fund and shall not require the Trustee to make any calculations with respect thereto). The Trustee shall be deemed conclusively to have complied with such the provisions of this Section 5.09(A) if it follows the written directions such instructions of the Authority, and the Trustee shall have no liability or responsibility to enforce compliance by the Authority with the terms of any Tax Certificate nor to make computations in connection therewith.
(B) Pursuant to each Tax Certificate, an amount shall be deposited in the Rebate Fund by the Authority so that the balance of the amount on deposit thereto shall be equal to the Rebate Requirement applicable to the Series of Junior Subordinate Bonds to which such Tax Certificate relates. Computations of each Rebate Requirement shall be furnished by or on behalf of the Authority to the Trustee in accordance with the applicable Tax Certificate.
(bC) The Trustee shall invest all amounts held in the Rebate Fund, pursuant to written instructions of the Authority, in Investment Securities, subject to the restrictions set forth in the applicable Tax Certificate. Money shall not be transferred from the Rebate Fund except as provided in paragraph (D) below.
(D) Upon receipt of Rebate Instructions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States of America, as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Rebate Instructions. Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all of a Series of Junior Subordinate Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the any Rebate Requirement (as defined in the Tax Certificate)applicable to such Series of Junior Subordinate Bonds, shall be withdrawn by the Trustee and remitted to or upon the Written Authority in accordance with a Request of the Authority.
(E) Notwithstanding any other provision of this Trust Agreement, including in particular Article X thereof, the obligation to remit the Rebate Requirement applicable to each Series of Junior Subordinate Bonds to the federal government of the United States of America and to comply with all other requirements of this Section and each Tax Certificate shall survive the defeasance or payment in full of the Bonds.
Appears in 1 contract
Samples: Junior Subordinate Trust Agreement
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain a special fund separate from any other fund or account established and maintained hereunder designated as the “Rebate Fund. .” There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Community Facilities District. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate)Requirement, for payment to the United States of America. Notwithstanding defeasance of the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating Bonds pursuant to Article X or anything to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bondscontrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCommunity Facilities District, and shall have no liability or responsibility to enforce compliance by the Authority Community Facilities District with the terms of the Tax Certificate. The Trustee may conclusively rely upon the Community Facilities District’s determinations, calculations and certifications required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Community Facilities District’s calculations.
(b) Any funds remaining in the Rebate Fund with respect to after payment in full of all of the Bonds and after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses amounts described in this Section, shall, upon receipt by the Trustee of a Written Request of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate)Community Facilities District, shall be withdrawn by the Trustee and remitted to or upon the Written Request of the AuthorityCommunity Facilities District.
Appears in 1 contract
Samples: Indenture
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain maintain, when required, a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited in necessary to comply with written instructions of the Rebate Fund such amounts as are required to be deposited therein Corporation given pursuant to the terms and conditions of the Tax Certificate. All Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the federal government of the United States of America. Notwithstanding Neither the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of RevenuesAuthority, the allocation Corporation nor the Holder of money any Tax Exempt Bonds shall have any rights in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all claim to such money. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section, by Section 6.03 6.09 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCorporation including supplying all necessary information in the manner provided in the Tax Certificate, and shall have no liability or responsibility to enforce compliance by the Corporation or the Authority with the terms of the Tax CertificateCertificate or any other tax covenants contained herein. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report or rebate calculations. The Trustee shall have no independent duty to review such calculations or enforce the compliance by the Corporation with such rebate requirements. The Trustee shall have no duty or obligation to determine the applicability of the Code and shall only be obligated to act in accordance with written instructions provided by the Corporation.
(b) Upon the Corporation’s written direction, an amount shall be deposited to the Rebate Fund by the Trustee from deposits by the Corporation, if and to the extent required, so that the balance in the Rebate Fund shall equal the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the Corporation in accordance with the Tax Certificate. The Trustee shall supply to the Corporation and/or the Authority all necessary information in the manner provided in the Tax Certificate to the extent such information is reasonably available to the Trustee.
(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under this Indenture or from other moneys provided to it by the Corporation.
(d) At the written direction of the Corporation, which shall include a statement to the effect that such direction complies with the restrictions set forth in the Tax Certificate, the Trustee shall invest all amounts held in the Rebate Fund in Eligible Securities. Moneys shall not be transferred from the Rebate Fund except as provided in paragraph (e) below. The Trustee shall not be liable for any consequences arising from such investment.
(e) Upon receipt of the Corporation’s written directions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States, as so directed. In addition, if the Corporation so directs, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such accounts or funds as directed by the Corporation’s written directions; provided, however, only moneys in excess of the Rebate Requirement may, at the written direction of the Corporation or the Authority, be transferred out of the Rebate Fund to such other accounts or funds or to anyone other than the United States in satisfaction of the arbitrage rebate obligation. Any funds remaining in the Rebate Fund with respect after each five year remission to the Bonds after United States of America, redemption and payment of all of the Tax Exempt Bonds and all other amounts due hereunder or under the Facilities Leasepayment and satisfaction of any Rebate Requirement, or provision made therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Corporation.
(f) Notwithstanding any other provision of this Indenture, including accrued interest and payment of any applicable fees and expenses of in particular Article X, the Trustee and satisfaction of obligation to remit the Rebate Requirement (as defined in to the United States and to comply with all other requirements of this Section, Section 6.09 and the Tax Certificate), Certificate shall be withdrawn by survive the Trustee and remitted to defeasance or upon the Written Request payment in full of the AuthorityTax Exempt Bonds.
Appears in 1 contract
Samples: Indenture
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate.
(b) Any funds remaining in the Rebate Fund with respect to the a Series of Bonds after redemption and payment of all such Series of Bonds and all other amounts due hereunder or under the Facilities LeaseFacility Lease relating to such Series of Bonds, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority.
Appears in 1 contract
Samples: Master Indenture
Rebate Fund. (a) In addition If directed in a Certificate of Authorized Representative of the City or a Certificate of Authorized Representative of the Authority with respect to the accounts created pursuant to Section 5.03any series of Tax-exempt Bonds, the Trustee shall establish when required and maintain with respect to such series a fund separate from any other fund or account established and maintained hereunder designated as the “Series ___ Rebate Fund” (hereafter referred to as the “Rebate Fund”). There Upon the written direction of the City or the Authority provided in a Certificate of Authorized Representative of the City or a Certificate of Authorized Representative of the Authority, there shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement Amount (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01Section 3.1, 5.02Section 4.8, 5.05Section 4.9, 9.01 Section 4.10, and 10.01 Section 8.1 (relating to the pledge of Revenuesthe Trust Estate, the allocation deposits of money in the Revenue Fundunder this Trust Agreement, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds), all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 4.11 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions Certificate of Authorized Representative of the City or a Certificate of Authorized Representative of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate.
(b) Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease. COVENANTS, or provision made therefor satisfactory to the TrusteeEVENTS OF DEFAULT, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the Authority.REMEDIES OF BONDOWNERS AND LIMITATIONS OF LIABILITY
Appears in 1 contract
Samples: Trust Agreement
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain a special fund separate from any other fund or account established and maintained hereunder designated as the “Rebate Fund”. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Community Facilities District. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate)Requirement, for payment to the United States of America. Notwithstanding defeasance of the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating Bonds pursuant to Article X hereof or anything to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bondscontrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCommunity Facilities District, and shall have no liability or responsibility to enforce compliance by the Authority Community Facilities District with the terms of the Tax Certificate. The Trustee may conclusively rely upon the Community Facilities District’s determinations, calculations and certifications required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Community Facilities District’s calculations.
(b) Any funds remaining in the Rebate Fund with respect to after payment in full of all of the Bonds and after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined amounts described in the Tax Certificate)this Section, shall be withdrawn by the Trustee and remitted to or upon the Written Request of the AuthorityCommunity Facilities District.
Appears in 1 contract
Samples: Indenture
Rebate Fund. (a1) In addition to the other funds and accounts created pursuant to Section 5.03hereto, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the “Rebate Fund” (the “Rebate Fund”) in connection with the 2014 Series A Bonds. Within the Rebate Fund. There , the Trustee shall be deposited in the Rebate Fund maintain such amounts accounts or subaccounts as are required specified in a Written Request of the Authority to be deposited therein the Trustee pursuant to the Tax Certificate. All The Trustee shall deposit moneys in the Rebate Fund pursuant to a Written Request of the Authority. Subject to the transfer provisions provided in subparagraph (5) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate)Requirement, for payment to the federal government of the United States of America. Notwithstanding , and none of the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of RevenuesAuthority, the allocation Trustee or the Holder of money any 2014 Series A Bond shall have any right in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all claim to such money. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such the provisions of this Section 4.03 and the Tax Certificate if it follows the Written Request of the Authority, including supplying all necessary information in the manner provided in the Tax Certificate, and except as otherwise expressly provided herein, shall not be required to take any actions hereunder in the absence of written directions of by the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate or this Section. The Trustee agrees to comply with all Written Requests of the Authority given pursuant to the Tax Certificate.
(b2) Upon a Written Request of the Authority, an amount shall be deposited into the Rebate Fund by the Trustee from deposits by the Authority, if and to the extent required, so that the balance of the amount on deposit thereto shall be equal to the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the Authority in accordance with the Tax Certificate. The Authority shall provide the Trustee with a Certificate of the Authority evidencing that the computation of the Rebate Requirement has been made.
(3) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created hereunder or from other moneys provided to it by the Authority.
(4) The Trustee shall invest all amounts held in the Rebate Fund in Permitted Investments as directed by a Written Request of the Authority. Money, including investment earnings, shall not be transferred from the Rebate Fund except as provided in subparagraph (5) below.
(5) Upon receipt of a Written Request of the Authority, the Trustee shall remit part or all of the amounts in the Rebate Fund to the United States of America, as so directed. In addition, if the Authority so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or fund as directed by the Written Request of the Authority. Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction in excess of the Rebate Requirement as of the end of any Bond Year shall be transferred to the Interest Account.
(as defined 6) Notwithstanding any other provision hereof, including, in particular, Section 8.01, the obligation to remit the Rebate Requirement to the United States and to comply with all other requirements of this Section and the Tax Certificate), Certificate shall be withdrawn by survive the Trustee and remitted to defeasance or upon the Written Request payment in full of the Authority2014 Series A Bonds.
Appears in 1 contract
Samples: Trust Agreement
Rebate Fund. (a) In addition the event the Lessee provides for the deposit of amounts from time to time for rebate to the accounts created United States of America pursuant to Section 5.03the Lease Agreement, the Trustee shall establish and maintain is hereby authorized to create a special fund separate from any other fund or account established and maintained hereunder to be designated as the "REBATE FUND." The Rebate Fund. There Fund shall be held separate and apart from all other funds under this Indenture and shall not be subject to the lien and pledge granted hereunder for the benefit of Bondholders. The Trustee shall remit money deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax CertificateUnited States or otherwise as directed in writing by the Lessee. All money at any time moneys deposited in the Rebate Fund shall be held by and invested at the sole direction of the Lessee. In making investments hereunder, or in selling or disposing of investments as required hereby, the Trustee in trust, shall have no duty or responsibility to independently verify compliance with Sections 148(d) and 148(f) of the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration Code and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in regulations promulgated thereunder and the Rebate Fund Trustee and the Issuer shall be governed exclusively by this Section 6.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows fully protected in relying solely upon the written directions of the AuthorityLessee as aforesaid. Under no circumstances whatsoever shall the Trustee be liable to the Issuer, and shall have no liability the Lessee or responsibility to enforce compliance by any holder for any loss of tax-exempt status of the Authority Bonds, or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any way connected therewith, so long as the Trustee acts only in accordance with the terms written directions of the Tax Certificate.
(b) Any funds remaining Lessee as provided hereunder and in accordance with its other obligations hereunder. Neither the Trustee nor the Issuer shall be responsible for any losses in the investment of money in the Rebate Fund with respect to made at the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses direction of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Written Request of the AuthorityLessee.
Appears in 1 contract
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder under this Indenture designated as the "Rebate Fund. There ." Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited necessary in order to comply with the Rebate Fund such amounts as are required to be deposited therein pursuant terms and requirements of the Tax Agreement. Subject to the Tax Certificate. All transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required pursuant to satisfy the Rebate Requirement (as defined in the Tax Certificate)Agreement, for payment to the federal government of the United States of America. Notwithstanding , and neither the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of RevenuesCity, the allocation of money in the Revenue FundCompany, the investments Bank nor the owner of money in any fund Bonds shall have any rights or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all claim to such money. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section, by Section 6.03 6.04 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax CertificateAgreement.
(b) Any Upon the Company's written direction, an amount shall be deposited to the Rebate Fund by the Trustee from deposits by the Company or from available investment earnings on amounts held under this Indenture and available for this purpose, if and to the extent required, so that the balance of the amount on deposit thereto shall be equal to the amount required by the Tax Agreement. Computations of the amount required to be deposited into the Rebate Fund shall be furnished by or on behalf of the Company in accordance with the Tax Agreement.
(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds remaining and accounts created under this Indenture or from other moneys provided to it by the Company.
(d) The Trustee shall invest all amounts held in the Rebate Fund with respect to the Bonds after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee and satisfaction of the Rebate Requirement (as defined set forth in the Tax Certificate), Agreement. Money shall not be withdrawn by transferred from the Trustee and remitted to or upon the Written Request of the AuthorityRebate Fund except as provided in paragraph (e) below.
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (Centerpoint Properties Trust)
Rebate Fund. (a) In addition to There is hereby created and ordered maintained as a separate deposit account in the accounts created pursuant to Section 5.03, custody of the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder to be designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited Money and investments in the Rebate Fund shall not be held by used for the Trustee in trust, payment of debt service on the Parity Bonds and any provision hereof to the extent required contrary notwithstanding, amounts credited to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 free and by the Tax Certificate (which is incorporated herein by reference)clear of any lien hereunder. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, Moneys and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate.
(b) Any funds remaining investments in the Rebate Fund with respect are not included within the trust estate executed in the granting clauses hereof and shall be invested pursuant to the Bonds procedures and in the manner provided for investment of moneys in the Funds. Unless otherwise provided in Subsequent Rebate Instructions (defined below), in accordance with the Rebate Instructions provided as Attachment A-1 to the Tax Compliance Certificate, promptly after redemption the end of each Computation Date (which shall be done annually or such longer interval permitted in accordance with Section 5.04 hereof and when otherwise required hereby, including the payment in full of all Bonds Outstanding Bonds), the Authorized Officer of the Company shall engage, and all other amounts due hereunder furnish information to, the Rebate Consultant to calculate the Rebate Amount as of the end of the relevant computation period or under the Facilities Lease, or provision made therefor satisfactory date of such payment in full and shall provide to the Trustee copies of such calculations. Upon the occurrence of an Event of Default and at the request of the Trustee, including accrued interest and payment of any applicable fees and expenses the Rebate Consultant shall calculate the Rebate Amount as of the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn date requested by the Trustee and remitted provide such calculation to the Trustee on or upon before the Written Request of date so requested. In either event, the Authority.Trustee shall then notify the
Appears in 1 contract
Samples: Loan and Trust Agreement (Southern California Water Co)
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There Within the Rebate Fund, the Trustee shall maintain such accounts as shall be deposited necessary in order to comply with the Rebate Fund such amounts as are required to be deposited therein pursuant to the terms and requirements of each Tax Certificate. All Subject to the transfer provisions provided in subsection (c) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the Rebate Requirement (as defined in the each Tax Certificate), for payment to the federal government of the United States of America, and neither the Trustee nor the Owner of any Notes nor any Bank shall have any rights in or claim to such money. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 Indenture and by the provisions of each Tax Certificate (which is are incorporated herein by reference). The Commission hereby covenants to comply with the directions contained in each Tax Certificate and the Trustee hereby covenants to comply with all written instructions of the Commission delivered to the Trustee pursuant to each Tax Certificate (which instructions shall state the actual amounts to be deposited in or withdrawn from the Rebate Fund and shall not require the Trustee to make any calculations with respect thereto). The Trustee shall be deemed conclusively to have complied with such the provisions of this Section 6.08(a) if it follows the written directions such instructions of the AuthorityCommission, and the Trustee shall have no liability or responsibility to enforce compliance by the Authority Commission with the terms of any Tax Certificate nor to make computations in connection therewith.
(b) The Trustee shall invest all amounts held in the Rebate Fund, pursuant to written instructions of the Commission, in Investment Securities, subject to the restrictions set forth in each Tax Certificate.
(bc) Upon receipt of the instructions of the Commission, the Trustee shall remit part or all of the balances in the Rebate Fund to the federal government of the United States of America, as directed. In addition, if such instructions so direct, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds (other than the Support Facility Funds) as directed. Any funds remaining in the Rebate Fund after payment of all of the Notes and payment and satisfaction of any Rebate Requirement, shall be withdrawn and remitted to the Commission in accordance with a Request of the Commission.
(d) Notwithstanding any other provision of this Indenture, including in particular Article X hereof, the obligation to remit the Rebate Requirement to the federal government of the United States of America and to comply with all other requirements of this Section and each Tax Certificate shall survive the defeasance or payment in full of the Notes. The Commission shall retain all records, with respect to the Bonds calculations and instructions required by this Section for at least six (6) years after redemption and payment of all Bonds and all other amounts due hereunder or under the Facilities Lease, or provision made therefor satisfactory to date on which the Trustee, including accrued interest and payment of any applicable fees and expenses last of the Trustee principal of and satisfaction of interest on the Rebate Requirement (Notes has been paid, whether upon maturity or prior redemption thereof. The Commission shall establish and maintain additional rebate funds and accounts with respect to any Parity Debt as defined provided in the Tax Certificate), shall be withdrawn by the Trustee tax certificate and remitted other proceedings relating to or upon the Written Request of the Authoritysuch Parity Debt.
Appears in 1 contract
Samples: Subordinate Indenture
Rebate Fund. (a) In addition to the accounts created pursuant to Section 5.03, the The Trustee shall establish and maintain and hold in trust until all of the Series 1990B Bonds have been retired, and for sixty (60) days thereafter, a fund entitled the "Portland General Electric INDENTURE OF TRUST - Page 22. Company Series 1990B Rebate Fund" (the "Rebate Fund") for the purposes described herein. The Rebate Fund shall be maintained by the Trustee as a fund separate from any other fund or account established and maintained hereunder designated as hereunder; provided, however, that the Rebate FundTrustee will have no responsibility for the making of any calculations required under this Section 5.4 or for confirming the correctness of any calculations or computations delivered to it under Section 3.5 of the Agreement. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant Subject to the Tax Certificate. All transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), trust for payment to the federal government of the United States of AmericaAmerica in satisfaction of the requirements of Section 148 of the Code, and neither the Issuer, the Company nor the Bondholder of any Series 1990B Bonds shall have any rights in or claim to such money. Notwithstanding Amounts in the provisions Rebate Fund, including investment income, shall be free and clear of Sections 5.01, 5.02, 5.05, 9.01 and 10.01 relating any lien or pledge to the pledge benefit of Revenues, the allocation holders of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Series 1990B Bonds, all . All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 6.03 and by Section 3.5 of the Tax Certificate (which is incorporated herein by reference)Agreement. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the AuthorityCompany, shall not be required to take any actions thereunder in the absence of written directions by the Company, and shall have no liability or responsibility to enforce compliance by the Authority Company or the Issuer with the terms thereof and may conclusively rely on such directions as to the correctness of the Tax Certificateany matters stated therein.
(b) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the Rebate Fund or from other moneys provided to it by the Company.
(c) Any moneys in the Rebate Fund shall be invested, at the written direction of the Company, in specified Permitted Investments. The Trustee shall maintain records of the date and amount of each deposit made into the Rebate Fund and of the investments made of such amounts, so that the investment earnings allocable to each deposit made into the Rebate Fund can be identified as if such deposits were made in segregated accounts; provided that the Trustee may commingle the amounts deposited into the Rebate Fund and shall not be required to segregate such deposits.
(d) The Trustee shall deposit in the Rebate Fund all payments of rebatable arbitrage received from the Company pursuant to Section 3.5 of the Agreement.
(i) The Trustee shall make payments from the Rebate Fund to the United States of America at such times and in such amounts as are required by Section 148(f) of the 1986 Code, including payments of installments of at least 90% of the rebatable arbitrage within 60 days after the end of each fifth bond year and payment of all the rebatable arbitrage and attributable income within 60 days after retirement of the last bond of the issue. The Trustee may rely on written instructions from an Authorized Company Representative in carrying out this duty. The Trustee shall notify the Issuer and the Company of the date and amount of all payments from the Rebate Fund. For purposes of this Section 5.4, "bond year" means a one-year period (or shorter period from the date of issue of the Series 1990B Bonds) that ends on the last day of a compounding period used in computing yield.
(ii) If an Authorized Company Representative so directs in writing, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the written directions of an Authorized Company Representative, provided that no payments may be made from the Bond Fund to the Rebate Fund. Any funds remaining in the Rebate Fund with respect to the Bonds after redemption and payment of all of the Series 1990B Bonds and all other amounts due hereunder or under the Facilities Lease, payment and satisfaction of any amount of rebatable arbitrage or provision made therefor satisfactory to the TrusteeTrustee shall, including accrued interest at the request of an Authorized Company Representative, be withdrawn and remitted to an Authorized Company Representative and the Trustee shall have no responsibility or liability therefor after such remittance.
(f) Notwithstanding any other provisions of this Indenture, the obligation to remit amounts to the United States to satisfy the requirements of Section 148 of the 1986 Code and to comply with all other requirements of this Section and Section 3.5 of the Agreement, shall survive the defeasance or payment in full of any applicable fees and expenses the Series 1990B Bonds.
(g) Notwithstanding foregoing, the requirements of this Section 5.4 shall be deemed to be satisfied on or after the date that the Company provides the Trustee and satisfaction the Issuer with an opinion of Bond Counsel that the requirements of Section 148(f) of the Code have been complied with.
(h) All references in this Section and in Section 3.5 of the Agreement to directions or similar communications from the Company shall mean directions or similar communications from an Authorized Company Representative.
(i) The intent of this Section 5.4 is to require funding of the Rebate Requirement (as defined Fund every fifth Bond Year in an amount approximately equal to the Tax Certificate)accrued rebate on the gross proceeds of the Bonds, shall so that money in that account will be withdrawn by available to pay rebates when they are required to be paid under Section 148 of the Code. Notwithstanding anything stated to the contrary in this Indenture, the Company may cause the Issuer and the Trustee and remitted INDENTURE OF TRUST - Page 24. to or upon the Written Request amend this Section 5.4, without consent of the AuthorityBondholders, in any manner consistent with the intent of this Section 5.4, if the Company provides the Trustee with an opinion of Bond Counsel to the effect that:
(i) this Section 5.4, as amended, states in reasonable detail the procedures with which the Company must comply under the applicable provisions of the regulations and rulings under Section 148 of the Code which are then in effect, and requires the Trustee to notify the Company in advance of the date on which action is required to comply with Section 148(f) of the Code; and
(ii) the amendment will not cause interest on the Bonds to become includable in gross income for federal income tax purposes; and,
(iii) the amendment is consistent with the stated intent of this Section 5.4 prior to its amendment. INDENTURE OF TRUST - Page 25.
Appears in 1 contract
Samples: Indenture of Trust (Enron Corp/Or/)