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EXHIBIT C <br />ARBITRAGE AND REBATE COVENANTS <br />Section 1. Definitions ATulicable to These Covenants <br />(a) Bonds. The term "Bonds" means the improvement <br />bonds, issued in the par value of $25,670,000.00, dated December <br />2, 1986, by the City of Pleasanton, for Assessment District <br />No. 1986-8, Hacienda Business Park - Phase II. <br />(b) Bond Year. The term "Bond Year" means the twelve <br />month period beginning on December 2 of each year and ending on <br />December 1 of the following year, commencing with the period <br />beginning on December 2, 1986 and ending on December 1, 1987. <br />(c) Code. The term "Code" means the Internal Revenue <br />Code of 1986. <br />(d) Debt Service. The term "Debt Service" means the <br />scheduled amount of interest and amortization of principal <br />payable on the Bonds during the period of computation, excluding <br />amounts scheduled during such period which relate to principal <br />which has been retired before the beginning of such period. <br />(e) Excess Investment Earnin~'s. The term "Excess <br />Investment Earnings" has the meaning ascribed to it in Section <br />3(b) hereof . <br />(f) Excess Investment Earnings Fund. The term "Excess <br />Investment Earnings Fund" means the account by that name created <br />by, and held by the City pursuant to this Certificate. <br />(g) Gross Proceeds. The term "Gross Proceeds" means <br />the sum of the following amounts: <br />(i) original proceeds, namely, net amounts (after <br />payment of all expenses of issuing the Bonds) received <br />by or for the City as a result of the sale of the Bonds, <br />excluding original proceeds which become transferred <br />proceeds (determined in accordance with applicable <br />Regulations) of obligations issued to refund in whole <br />or in part the Bonds; <br />(ii) investment proceeds, namely, amounts received <br />at any time by or for the City, such as interest and <br />