Common use of Rebate Requirement Clause in Contracts

Rebate Requirement. (a) At its sole expense on behalf of the Issuer, the Company shall determine and pay to the United States the Rebate Amount, hereinafter defined, as and when due in accordance with the "rebate requirement" described in Section 148(f) of the Code and Regulations thereunder, including without limitation, Regulations Section 1.148-3. The Company shall retain records of all such determinations until six years after Payment of the Bonds. (b) Reference is made to Exhibit B hereto for additional details of the rebate requirement. Exhibit B may be amended or substituted without compliance with Article XI of the Indenture or Section 8.3 hereof and without any action of the Issuer upon the Company's delivery to the Trustee of the proposed amendment or substitution together with an opinion of Bond Counsel that compliance with this section and Exhibit B, as amended, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. (c) Notwithstanding anything contained herein to the contrary, no such payment will be required if the Company receives and delivers to the Issuer and the Trustee an opinion of Bond Counsel that such payment is not required under the Code to prevent any Bonds from becoming "arbitrage bonds" within the meaning of Section 148 of the Code. (d) The Issuer shall not be liable to the Company by way of contribution, indemnification, counterclaim, set-off or otherwise for any payment made or expense incurred by the Company pursuant to this section or the Indenture.