1987-139 - Laserfiche WebLink

Home Browse Search

proceeds of the Bonds (collectively, "Bond Proceeds") within the meaning of Section 148 of the Code that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148. To the extent that provisions of Section 148 apply only to a portion of the Bonds, it is intended that the covenant of the Issuer contained in this paragraph be construed so as only to require the Issuer to comply with Section 148 to the extent of such applicability. The Trustee and the Registrar and Paying Agent shall hold and invest Bond Proceeds within their control in accordance with directions of the Borrower and NHC as set forth in Section 4.06 hereof; provided, however, that, as set forth in Section 4.06 hereof, the Registrar and Paying Agent may, at its option, hold any moneys uninvested despite such directions. If the Issuer is of the opinion upon receipt of advice of Bond Counsel that it is necessary to restrict or limit the yield on the investment of any Bond Proceeds in order to prevent the Bonds from being "arbitrage bonds" within the meaning of Section 148 and the arbitrage regulations, the Issuer shall take such action as is necessary to restrict or limit the yield on such investment in accordance with such opinion, irrespective of whether the Borrower or NHC is of the same or a different opinion. Upon the request of the Borrower, consented to in writing by NHC, and receipt of advice of Bond Counsel the Issuer may, and upon receipt of an approving ruling from the Internal Revenue Service or a decision of a court of competent jurisdiction the Issuer shall take such action as is necessary to remove or modify a restriction or limitation on the yield on the investment of any Bond Proceeds that was formerly deemed necessary. Neither the Issuer nor the Trustee nor the Registrar and Paying Agent shall incur any liability in connection with any action as contemplated herein so long as each acts in good faith. Upon receipt of written directions from the Borrower given in accordance with the Tax Certificate and Agreement executed and delivered by the Borrower on the date of initial delivery of the Bonds directing the transfer of amounts on deposit in any fund or account created by this Indenture to the Rebate Funds, consented to in writing by NHC, the Trustee or the Registrar and Paying Agent (as the case may be) shall make the transfer referred to therein, any other provision of this Indenture to the contrary notwithstanding; provided, however, that proceeds of the remarketing of Bonds and amounts realized under the Credit Facility shall be applied solely to the payment of the principal or Redemption Price of and interest on, or the purchase price of, Bonds secured by the Credit Facility. Amounts on deposit in the Rebate Fund from time to time regviired to be rebated to the United States of America pursuant to Section 148 of the Code shall be applied by the Trustee to the payment of such rebates in accordance with the Arbitrage Compliance Agreement and shall not be pledged to the payment of the principal or Redemption Price of or interest on, or the purchase price of, the Bonds or amounts due under the Credit Facility Agreement. - 32 -