Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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� _ _ _ (g) Compliance with Tax Certificate. The Authoriry will comply with the provisions of the Tax Certificate and the Use of Proceeds Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds. Section 5.10. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues and other assets purported to be pledged and . assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VII and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever. Section 5.11. Payment of Claims. The Authority will pay and discharge any and all lawful clairns for labor, materials or supplies which, if unpaid, might become a lien on the Revenues or any part thereof or on any funds in the control of the Authority �r the Trustee prior or superior to the lien of the Bonds or which might impair the security of the Bonds; provided the Authority shall not be obligated to make such payment so long as the Authority contracts such payment in good faith. Section 5.12. No Additional Obligations. The Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of the . Revenues in whole or in part, except as provided herein with respect to Additional Bonds. Section 5.13. Rebate of Excess Investment Earnings to United States. (a) Obliqation to Calculate Excess Investment Earninqs. The Authority shall calculate o� cause to be calculated, and shall provide or cause to be provided written notice to the Trustee of, the excess investment earnings (as defined in the Code, "Excess Investment Earnings") at such times and in such manner as may be required pursuant to the Code. The Authority shall inform the Trustee how frequently calculations are to be made, and shall ensure that a copy of all such calculations is given promptly to the Trustee. (b) Rebate to United States. The Authority agrees to deposit with the Trustee, promptly upon the receipt of any calculations made pursuant to the preceding subsection (a), the amount of Excess Investment Earnings so calculated. The Trustee shall deposit all amounts paid to it for such purpose by the Authority in the Rebate Fund, which fund the Trustee hereby agrees to establish when required to deposit any funds therein and maintain so long as any Bonds are Outstanding. The Trustee shall pay to the United States of America from the amounts on deposit in the Rebate Fund such amounts as shall be identified pursuant to written notice filed with the Trustee by the Authority for such purpose from time to time. Payments to the United States of America shall be made to the address prescribed by the Tax Regulations as the sarne may be from time to time in effect with such reports and statements as may be presc�ibed by such Tax Regulations. Following payment in full to the United States of America of all amounts due and owing under this subsection (b) and under the Code, the Trustee shall withdraw from the Rebate Fund and transfer to the Authority all amounts remaining on deposit in the Rebate Fund. 28