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V. ARBITRAGE REBATE <br />SECTION 501. INITIAL OFFERING PRICE TO THE PUBL[C. The initial urchasers 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 t the public is as <br />set forth in the Underwriters' Receipt for Certificates and Certification of Init'al 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 ARBITRAGE EARNINGS. The County hereby a knowledges 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 Reg lations § 1.148- <br />7(d), and the 2-year exception described in Regulations § 1.148-7(e)), the Count will be required <br />to comply with the arbitrage rebate requirement imposed under Code §148(~. f 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 f§ 148( fl of the <br />Code and will promptly pay or cause to be paid, within the time required by the ode, any rebate <br />or penalties in lieu of rebate that may become due with respect to the Certific tes. <br />VI. RECEIPT FOR PURCHASE PRICE AND REQUEST FOR AUTHENTICATIO <br />SECTION 601. RECEIPT FOR PURCHASE PR[CE. On the date of thi <br />County has received from the Underwriters the sum of $22,000,000.00 being tl <br />paid by the Underwriters for the Certificates. Said purchase price consists <br />elements: <br />Principal Amount of the $22,000,000.00 <br />Certificates <br />Less Underwriter's discount <br />and Bond Insurance Premium ($ ) <br />Less Original Issue Discount ($ ) <br />Plus accrued interest <br />$ <br />Purchase Price $22,000,000.00 <br />~ <br />GENERAL AND TAX CERTIFICATE <br />Certificate, the <br />purchase price <br />~ the following <br />PAGE 11 <br />