05-B Arbitrage Rebate Contract - Laserfiche WebLink

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Covenants of the Issuer 4. In connection with the perfonnance of the aforesaid duties, the Issuer agrees to the following: a. The fees due to First Southwest in providing arbitrage rebate compHance services shall be calculated in accordance wi[h Appendix A attached hereto. The fees will be payable upon delivery oF the report prepared by First Southwest for each issue of Bonds during the term of this Agreement. b. The Issuer will provide First Southwest a11 information regazding the issuance of the Bonds and the investment of the proceeds therefrom, and any other informauon necessary in connection with calculating the Arbitcage Amount. First Southwest will rely ou the informarion supplied by the Issuer without inquiry, it heing understood that First Sou[hwest will not conduct an audit or take any other steps to verify the acculacy or authenticity of the information provided by the Issuer. c. The Issuer will notify First Southwest in writing of the re[irement, prior to the scheduled ma[urity, of any Bonds included under the scope of this Agreement within 30 days of such retirement. This noti6cation is required to provide sufficient tune to comply with Treasury Regulations Section 1.148-3(g) which requues final paymen[ of any Arbitrage Amount wi[hin 60 days of the fmal retirement of the Bonds. Tn [he event the Issuer fails to notify First Southwest in a[imely manner as provided hereinabove, First Southwest shall have no further obligation or responsibility to provide any services under this Agreement with respect to such retired Bonds. 5. In providing the services set forth in this Agreement, it is agreed that First Southwest shall not incur any liabiliry for any eaor of judgment made in good faith by a responsible officer or officers thereof and, excep[ [o [he limited extent se[ forth in [his paragraph, shall not incur any liability for any other eirors or omissions, unless it shall be proved [hat such emor or omission was a result of the gross negligence or willful misconduct of said officer or officers. In the event a payment is assessed by the Internal Revenue Service due [o an error by First Southwest, the Issuer will be responsible for paying the conect Arbitrage Amount-and First SouthwesPs liability shall not exceed [he amount of any penalty or interes[ imposed on the ArbiVage Amount as a result of such eiror. Bonds Issued Subsequent to Initial Contract 6. The services contracted for under this Agreement will automatically extend to any additional Bonds (including financing lease obligarions) issued during the [erm of this Agreement, if such Bonds are subject to the rebate requirements under Section 148(f)(2) of the Code. In connection with the issuance of additional Bonds, the Issuer agrees to the following: a. The Issuer will notify First Southwest of any tas-ezempt fmancing (including £uiancing lease obligations) issued by the Issuer during any calendaz year of this Agreemen[, and will provide First Southwest with such infoanation regarding such Bonds as First Southwest may request in connection with its performance of the azbitrage rebate services contracted for hereunder. If such no[ice is not provided to First Southwest with regazd to a particular issue, First Southwest shall have no obligation to provide any services hereunder with respect to such issue. b. At the option of ffie Issuer, any additional Bonds [o be issued subsequent to the execution of this Agreemen[ may be excluded from the services provided for herein. In order to exclude an issue, the Issuer must no[ify First Southwest in wri[ing of their intent to exclude any specific Bonds from the scope of this Agreement, which exclusion shall be permanent for the full life of the Bonds; and after receipt of such notice, First Southwest shall have no obligation to provide any services under this Agreement with respect to such excluded Bonds. 2