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V. ARBITRAGE REBATE <br />SECTION 501. INITIAL OFFERING PRICE TO THE PUBLIC. The initial purchasers of the <br />Certificates, Prudential Securities Incorporated and Salomon Smith Barney (the "Underwriters"), <br />have certified to the County that the initial offering price of the Certificates to the public is as <br />set forth in the Underwriters' Receipt for Certificates and Certification of Initial Offering Price <br />to Public of even date herewith from said Underwriters, all within the meaning of Code § 148(h) <br />and §1273(b)(1). <br />SECTION 502. REBATE OF ARB[TRAGE EARNINGS. The County hereby acknowledges that <br />unless the Proceeds of the Certificates qualify for one of the spend-down exceptions from <br />arbitrage rebate (the available spend-down exemptions in this case being the 6-month exception <br />described in Regulations § 1.148-7(c), the 18-month exception described in Regulations § 1.148- <br />7(d), and the 2-year eYCeption described in Regulations § 1.148-7(e)), the County will be required <br />to comply with the arbitrage rebate requirement imposed under Code § 148(~. If for any reason <br />the Proceeds of the Certificates are not exempt from such arbitrage rebate requirement, the <br />County covenants and agrees that it will fully comply with the requirements of ~ 148(~ of the <br />Code and will promptly pay or cause to be paid, within the time required by the Code, any rebate <br />or penalties in lieu of rebate that may become due with respect to the Certificates. <br />VI. RECEIPT FOR PURCHASE PRICE AND REQUEST FOR AUTHENTICATtON <br />SECTION 601. RECEIPT FOR PURCHASE PR[CE. On the date of this Certificate, the <br />County has received from the Underwriters the sum of $21,817,292.43 being the purchase price <br />paid by the Underwriters for the Certificates. Said purchase price consists of the follo~vin~ <br />elements: <br />Principal Amount of the $22,000,000.00 <br />Certificates <br />Less Underwriter's discount ($150,097.50) <br />Less Original Issue Discount ($74,933.40) <br />Plus accrued interest $42,323.33 <br />Purchase Price $21,817,292.43 <br />GENERAL AND TA~ CERTIFICATE PAGE 11 <br />