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event that the issuer and/or the conduit borrower encounter financial difficulties. Any pledge <br /> to a guarantor of such obligations is an indirect pledge to secure the payment of principal or <br /> interest on such obligations. An amount is also treated as pledged to pay principal or interest <br /> on such obligations if such amount is held under an agreement to maintain the amount at a <br /> particular level for the direct or indirect benefit of the holders or a guarantor of the obligations. <br /> Such amount will not be treated as pledged if (i) the issuer or the conduit borrower or a <br /> substantial beneficiary of such obligations may grant rights in the amount that are superior to <br /> the rights of the holders of the obligations, or (ii) the amount is not in excess of the purpose <br /> for which it was established, the required level is tested no more frequently than every six <br /> months, and the amount may be spent without any substantial restriction other than a <br /> requirement to replenish the amount by the next testing date. <br /> Project means the acquisition, installation, and construction of a police administration <br /> and holding facility located on an eight acre parcel. The Project encompasses 496,700 square <br /> feet and consists of four elements: <br /> (i) Police Administration - a 232,500 square foot four-story building <br /> housing all operational and administrative functions of the City's Police Department <br /> sized to provide department expansion through the year 2050; <br /> (ii) Holding Facility - a 169,000 square foot building consisting of four <br /> stories and a partial basement with 256 fully equipped cells that can house up to <br /> 420 detainees; <br /> (iii) Parking Garage - a 94,300 square foot two-story structure with <br /> basement that will provide 227 parking spaces for police vehicles and 24 spaces for <br /> police motorcycles and also includes a two-tier firing range comprised of 12 shooting <br /> bays; and <br /> (iv) Transfer Tunnel - a 900 foot structure linking the Santa Ana Holding <br /> Facility with the Orange County Intake and Release Center that will facilitate the <br /> transfer of inmates between the two detention facilities. <br /> Reasonably Required Reserve or Replacement Fund means, as set forth in Treasury <br /> Regulations Section 1.148-2(f), amounts that (i) are acting as a reasonably required reserve <br /> for an issue of obligations; and (ii) are Gross Proceeds not in excess of the least of <br /> (A) 10 percent of the stated principal amount of the issue, (B) the maximum annual principal <br /> and interest requirements on the issue, or (C) 125 percent of the average annual principal and <br /> interest requirements on the issue. For these purposes, if an issue of obligations has more than <br /> a De Minimis Amount of original issue discount or premium, then the issue price of the issue <br /> (net of pre-issuance accrued interest) is used to measure the 10 percent limitation in lieu of its <br /> stated principal amount. <br /> Rebate Requirement means the amount of rebatable arbitrage earned with respect to <br /> Gross Proceeds which do not qualify for an exception from the requirements of <br /> Section 148(f)(2) of the Code as described in Section 5.5 of this Tax Certificate, computed as <br /> of the last day of any Bond Year pursuant to Treasury Regulations Section 1 .148-3. <br /> Related Person means: <br /> (i) Any organization having common management and control with an <br /> organization described in Section 501(c)(3) of the Code. This would include any other <br /> LA1-69477.4 4 <br />