Common use of Tax Covenants; Rebate Fund Clause in Contracts

Tax Covenants; Rebate Fund. (a) The Authority covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (to the extent within its control), permit the use of, the proceeds of any of the Bonds or any other funds of the Authority, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated "The Industrial Development Authority of the County of Pima Industrial Development Revenue Bonds, 1997 Series B (Tucson Electric Power Company Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be directed by the Company in order for the Authority and the Company to comply with the provisions of the Tax Agreement. Subject to the 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 Agreement), for payment to the United States of America, and neither the Company, the Authority or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 7.08, by Section 6.04 of the Loan Agreement and by the Tax Agreement. The Trustee shall conclusively be deemed to have complied with such provisions if it follows the directions of the Company, including supplying all necessary information in the manner set forth in the Tax Agreement, and shall not be required to take any actions thereunder in the absence of written directions from the Company. (c) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund after all of the Bonds shall have been paid and any Rebate Requirement shall have been satisfied, or provision therefor reasonably satisfactory to the Trustee shall have been made, shall be withdrawn and remitted to the Company. (d) Notwithstanding any provision of this Indenture, the obligation to remit the Rebate Requirement to the United States of America and to comply with all other requirements of this Section 7.08, Section 6.04 of the Loan Agreement and the Tax Agreement shall survive the payment of the Bonds and the satisfaction and discharge of this Indenture.

Tax Covenants; Rebate Fund. (a) The Authority Pollution Control Corporation covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (to the extent within its control), permit the use of, the proceeds of any of the Bonds or any other funds of the AuthorityPollution Control Corporation, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority Pollution Control Corporation covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated the "The Industrial Development Authority of the County of Pima Industrial Development Coconino County, Arizona Pollution Control Corporation Pollution Control Revenue Bonds, 1997 Series B A (Tucson Electric Power Company Navajo Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be directed by the Company in order for the Authority Pollution Control Corporation and the Company to comply with the provisions of the Tax Agreement. Subject to the 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 Agreement), for payment to the United States of America, and neither the Company, the Authority Pollution Control Corporation or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 7.08, by Section 6.04 of the Loan Agreement and by the Tax Agreement. The Trustee shall conclusively be deemed to have complied with such provisions if it follows the directions of the Company, including supplying all necessary information in the manner set forth in the Tax Agreement, and shall not be required to take any actions thereunder in the absence of written directions from the Company. (c) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund after all of the Bonds shall have been paid and any Rebate Requirement shall have been satisfied, or provision therefor reasonably satisfactory to the Trustee shall have been made, shall be withdrawn and remitted to the Company. (d) Notwithstanding any provision of this Indenture, the obligation to remit the Rebate Requirement to the United States of America and to comply with all other requirements of this Section 7.08, Section 6.04 of the Loan Agreement and the Tax Agreement shall survive the payment of the Bonds and the satisfaction and discharge of this Indenture.

Tax Covenants; Rebate Fund. (a) The Authority covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (In addition to the extent within its control), permit the use ofaccounts created pursuant to Article V, the proceeds of any of the Bonds or any other funds of the Authority, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated "The Industrial Development Authority of the County of Pima Industrial Development Revenue Bonds, 1997 Series B (Tucson Electric Power Company Project) Rebate Fund" (herein called as the "Rebate Fund") ." There shall be deposited in accordance the Rebate Fund such amounts as are required to be deposited therein pursuant to instructions received from the Authority. The Authority’s instructions regarding the Rebate Fund will be consistent with the provisions of the Tax AgreementCertificate. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be directed by the Company in order for the Authority and the Company to comply with the provisions of the Tax Agreement. Subject to the transfer provisions provided in paragraph (c) below, all 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 Agreement), trust for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.04 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, and neither the Companydefeasance of Outstanding Bonds, the Authority or the Owners shall have any rights in or claim all amounts required to such moneys. All amounts be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 7.08, by Section 6.04 of the Loan Agreement 6.20 and by the Tax AgreementCertificate (which is incorporated herein by reference). The Trustee shall conclusively invest all amounts held in the Rebate Fund in Nonpurpose Investments, as directed by the Authority pursuant to the Tax Certificate. (b) The Authority will pay or cause to be deemed paid to have complied with such provisions if it follows the directions United States Department of the CompanyTreasury Excess Investment Earnings, including supplying all necessary information if any, required by Section 148(f) of the Code and any Regulations promulgated thereunder at the times required thereby. The Trustee shall disburse the amounts on deposit in the manner set forth Rebate Fund in accordance with the Tax Agreement, and shall not be required to take any actions thereunder in written direction of the absence of written directions from the CompanyAuthority. (c) Upon receipt The Authority shall not use or permit the use of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund after all any proceeds of the Bonds or any funds of the Authority, directly or indirectly, in any manner, and shall have been paid and not take or omit to take any Rebate Requirement action that would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. In furtherance of this covenant, the Authority shall have been satisfied, or provision therefor reasonably satisfactory to at all times comply with the Trustee shall have been made, shall be withdrawn and remitted to provisions of the CompanyTax Certificate. (d) The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. (e) The Authority shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. (f) The Authority shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds. (g) In the event that at any time the Authority is of the opinion that for purposes of this Section 6.20 it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee under this Trust Agreement by written notice containing instructions as to the yield or yields to which such investments must be restricted. The Trustee shall take such action as may be necessary in accordance with such instructions. (h) In order to provide for the administration of this Section 6.20, the Authority may provide for the employment of independent attorneys, accountants and consultants, who shall be selected by the Authority with reasonable care and compensated on such reasonable basis as the Authority may deem appropriate, and the Trustee may rely conclusively upon the opinions, calculations, determinations and advice of such attorneys, accountants and consultants employed hereunder. (i) Notwithstanding any provision provisions of this IndentureSection 6.20 if the Authority shall provide to the Trustee an opinion of nationally recognized bond counsel that any specified action required under this Section 6.20 is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest with respect to the Bonds, the Trustee and the Authority may conclusively rely on such opinion in complying with the requirements of this section, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be modified to that extent. (j) Notwithstanding any other provisions of this Trust Agreement, including in particular Article X hereof, the obligation to remit the Rebate Requirement Excess Investment Earnings to the United States of America and to comply with all other requirements of this Section 7.08, Section 6.04 of the Loan Agreement and the Tax Agreement Certificate shall survive the defeasance or payment in full of the Bonds and Bonds. (k) The Trustee shall be deemed to have complied with the satisfaction and discharge provisions of this IndentureSection if it follows the instructions of the Authority as provided herein and shall have no duty to enforce the compliance by the Authority of the covenants in this Section.

Tax Covenants; Rebate Fund. (a) The Authority Pollution Control Corporation covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (to the extent within its control), permit the use of, the proceeds of any of the Bonds or any other funds of the AuthorityPollution Control Corporation, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority Pollution Control Corporation covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated the "The Industrial Development Authority of the County of Pima Industrial Development Coconino County, Arizona Pollution Control Corporation Pollution Control Revenue Bonds, 1997 Series B (Tucson Electric Power Company Navajo Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be directed by the Company in order for the Authority Pollution Control Corporation and the Company to comply with the provisions of the Tax Agreement. Subject to the 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 Agreement), for payment to the United States of America, and neither the Company, the Authority Pollution Control Corporation or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 7.08, by Section 6.04 of the Loan Agreement and by the Tax Agreement. The Trustee shall conclusively be deemed to have complied with such provisions if it follows the directions of the Company, including supplying all necessary information in the manner set forth in the Tax Agreement, and shall not be required to take any actions thereunder in the absence of written directions from the Company. (c) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund after all of the Bonds shall have been paid and any Rebate Requirement shall have been satisfied, or provision therefor reasonably satisfactory to the Trustee shall have been made, shall be withdrawn and remitted to the Company. (d) Notwithstanding any provision of this Indenture, the obligation to remit the Rebate Requirement to the United States of America and to comply with all other requirements of this Section 7.08, Section 6.04 of the Loan Agreement and the Tax Agreement shall survive the payment of the Bonds and the satisfaction and discharge of this Indenture.

Tax Covenants; Rebate Fund. (a) The Authority covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (In addition to the extent within its control), permit the use ofaccounts created pursuant to Section 5.03, the proceeds of any of the Bonds or any other funds of the Authority, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated "The Industrial Development Authority of the County of Pima Industrial Development Revenue Bonds, 1997 Series B (Tucson Electric Power Company Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within as the Rebate Fund, the Trustee shall maintain such accounts as . There shall be directed by deposited in the Company in order for the Authority and the Company Rebate Fund such amounts as are required to comply with the provisions of be deposited therein pursuant to the Tax AgreementCertificate. Subject to the transfer provisions provided in paragraph (c) below, all 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 AgreementCertificate), for payment to the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.05, 9.01 and neither 10.01 relating to the Companypledge of Revenues, the Authority allocation of money in the Revenue Fund, the investments of money in any fund or account, the Owners shall have any rights in or claim application of funds upon acceleration and the defeasance of Outstanding Obligations, all amounts required to such moneys. All amounts be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 7.08, by Section 6.04 of the Loan Agreement 6.03 and by the Tax AgreementCertificate (which is incorporated herein by reference). The Trustee shall conclusively be deemed conclusively to have complied with such provisions if it follows the written directions of the Company, including supplying all necessary information in the manner set forth in the Tax AgreementAuthority, and shall not be required have no liability or responsibility to take any actions thereunder in enforce compliance by the absence Authority with the terms of written directions from the CompanyTax Certificate. (cb) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund with respect to a Series of Obligations after Prepayment and payment of all such Series of Obligations and all other amounts due hereunder or under the Bonds shall have been paid and any Rebate Requirement shall have been satisfiedSublease relating to such Series of Obligations, or provision made therefor reasonably satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee shall have been madeand satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the CompanyWritten Request of the Authority. (c) The Authority shall not use or permit the use of any proceeds of the Obligations or any funds of the Authority, directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Obligations to be treated as an obligation not described in Section 103(a) of the Code. In the event that at any time the Authority is of the opinion that for purposes of this Section 6.03(c) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee under this Trust Agreement in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (d) Notwithstanding any provision provisions of this IndentureSection 6.03, if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section 6.03 or the Tax Certificate is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Obligations, the obligation to remit Trustee and the Rebate Requirement to Authority may conclusively rely on such opinion in complying with the United States of America and to comply with all other requirements of this Section, and, notwithstanding Article IX hereof, the covenants hereunder shall be deemed to be modified to that extent. (e) The foregoing provisions of this Section 7.086.03 shall not be applicable to any Series of Obligations or the proceeds thereof that the Authority determines upon the issuance thereof are to be taxable Obligations, Section 6.04 the interest on which is intended to be included in the gross income of the Loan Agreement and the Tax Agreement shall survive the payment of the Bonds and the satisfaction and discharge of this IndentureHolder thereof for federal income tax purposes.

Tax Covenants; Rebate Fund. (a) The Authority covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (In addition to the extent within its control), permit the use ofaccounts created pursuant to Section 5.02, the proceeds of any of the Bonds or any other funds of the Authority, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated "The Industrial Development Authority of the County of Pima Industrial Development Revenue Bonds, 1997 Series B (Tucson Electric Power Company Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within 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. The Trustee may rely conclusively upon the City’s determinations, the calculations and certifications required by this Section. The Trustee shall maintain such accounts as shall be directed by have no responsibility to independently make any calculation or determination or to review the Company in order for the Authority and the Company to comply with the provisions of the Tax AgreementCity’s calculations hereunder. Subject to the transfer provisions provided in paragraph (c) below, all 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 AgreementCertificate), for payment to the United States of America, and neither . Notwithstanding the Companyprovisions of this Indenture relating to the pledge of Revenues, the Authority allocation of money in the Revenue Fund, the investments of money in any fund or account, the Owners shall have any rights in or claim application of funds upon an Event of Default and the defeasance of Outstanding Bonds, all amounts required to such moneys. All amounts be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 7.08, by Section 6.04 of the Loan Agreement 6.09 and by the Tax AgreementCertificate (which is incorporated herein by reference). The Trustee shall conclusively be deemed conclusively to have complied with such provisions if it follows the written directions of the Company, including supplying all necessary information in the manner set forth in the Tax AgreementAuthority, and shall not be required have no liability or responsibility to take any actions thereunder in enforce compliance by the absence Authority with the terms of written directions from the CompanyTax Certificate. (cb) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund with respect to a Series of Bonds after redemption and payment of all such Series of Bonds and all other amounts due hereunder or under the Bonds shall have been paid and any Rebate Requirement shall have been satisfiedFacility Lease relating to such Series of Bonds, or provision made therefor reasonably satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses of the Trustee shall have been madeand satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the Companydirection of the Authority. (c) The Authority shall not use or permit the use of any proceeds of the Bonds or any funds of the Authority, directly or indirectly, to acquire any securities or obligations, and shall not take or permit to be taken any other action or actions, which would cause any of the Bonds to be an “arbitrage bond” within the meaning of Section 148 of the Code, “private activity bond” within the meaning of Section 141(a) of the Code, or “federally guaranteed” within the meaning of Section 149(b) of the Code and any such applicable requirements promulgated from time to time thereunder and under Section 103(c) of the Internal Revenue Code of 1954, as amended. The Authority shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Authority shall comply with all requirements of Sections 148 and 149(b) of the Code to the extent applicable to the Bonds. In the event that at any time the Authority is of the opinion that for purposes of this Section 6.09(c) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Indenture, the Authority shall so instruct the Trustee under this Indenture in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (d) Notwithstanding any provision of this Indenture, The Authority and the obligation to remit Trustee (as directed by the Rebate Requirement to the United States of America and Authority) specifically covenant to comply with all other the provisions and procedures of the Tax Certificate; provided that the Trustee shall not be bound by this covenant if an Event of Default has occurred and is continuing. (e) The Authority shall not use or permit the use of any proceeds of Tax- Exempt Bonds or any funds of the Authority, directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Tax-Exempt Bonds to be treated as an obligation not described in Section 103(a) of the Code. (f) Notwithstanding any provisions of this Section 6.09, if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section 6.09 or the Tax Certificate is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on Tax-Exempt Bonds, the Trustee and the Authority may conclusively rely on such opinion in complying with the requirements of this Section 7.08Section, Section 6.04 of and, notwithstanding Article IX hereof, the Loan Agreement and the Tax Agreement covenants hereunder shall survive the payment of the Bonds and the satisfaction and discharge be deemed to be modified to that extent. The foregoing provisions of this IndentureSection 6.09 shall not be applicable to the Series 2019A Bonds, nor to any Series of Bonds or the proceeds thereof that the Authority determines upon the issuance thereof are to be taxable bonds, the interest on which is not Tax-Exempt.

Tax Covenants; Rebate Fund. (a) The Authority covenants for the benefit of all Owners from time to time of the Bonds that it will not directly or indirectly use or (to the extent within its control), permit the use of, the proceeds of any of the Bonds or any other funds of the Authority, or take or omit to take any other action, if and to the extent that such use, or the taking or omission to take such action, would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or otherwise subject to federal income taxation by reason of Sections 103 and 141 through 150 of the Code or Section 103 of the 1954 Code, as applicable, and any applicable regulations promulgated thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which is hereby incorporated herein by reference as though fully set forth herein. (b) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated "The Industrial Development Authority of the County of Pima Industrial Development Revenue Bonds, 1997 Series B A (Tucson Electric Power Company Project) Rebate Fund" (herein called the "Rebate Fund") in accordance with the provisions of the Tax Agreement. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be directed by the Company in order for the Authority and the Company to comply with the provisions of the Tax Agreement. Subject to the 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 Agreement), for payment to the United States of America, and neither the Company, the Authority or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 7.08, by Section 6.04 of the Loan Agreement and by the Tax Agreement. The Trustee shall conclusively be deemed to have complied with such provisions if it follows the directions of the Company, including supplying all necessary information in the manner set forth in the Tax Agreement, and shall not be required to take any actions thereunder in the absence of written directions from the Company. (c) Upon receipt of the Company's written 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 Company so directs, the Trustee shall deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Company's written directions. Any funds remaining in the Rebate Fund after all of the Bonds shall have been paid and any Rebate Requirement shall have been satisfied, or provision therefor reasonably satisfactory to the Trustee shall have been made, shall be withdrawn and remitted to the Company. (d) Notwithstanding any provision of this Indenture, the obligation to remit the Rebate Requirement to the United States of America and to comply with all other requirements of this Section 7.08, Section 6.04 of the Loan Agreement and the Tax Agreement shall survive the payment of the Bonds and the satisfaction and discharge of this Indenture.