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Repayment to the Borrower from the Bond Fund
Except as provided under the caption “Rebate Fund” below, any amounts remaining in the Bond
Fund (a) after all of the Outstanding Bonds shall be deemed paid and discharged under the provisions of
the Indenture, and (b) after payment of all fees, charges and expenses of the Trustee, the Registrar, the
Paying Agents and the Issuer, and of all other amounts required to be paid under the Indenture, the Loan
Agreement, the Regulatory Agreement and the Promissory Note, shall be paid to the Borrower to the extent
that those amounts are in excess of those necessary to effect the payment and discharge of the Outstanding
Bonds.
Rebate Fund
Any provision of the Indenture to the contrary notwithstanding, amounts credited to the Rebate
Fund shall be free and clear of any lien under the Indenture.
The Trustee shall furnish to the Borrower all information reasonably requested by the Borrower or
its Rebate Analyst with respect to the Bonds and investments of the funds and accounts maintained by the
Trustee under the Indenture. The Trustee shall make deposits to and disbursements from the Rebate Fund
(including rebate payments to the United States of America required to be made by the Tax Certificate), as
well as investments of the amounts therein, in accordance with the written directions received from the
Borrower and the Investor Limited Partners pursuant to the Tax Certificate.
All amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the
extent required to pay rebatable arbitrage to the United States of America. A firm of lawyers, accountants,
or consultants selected by the Borrower (the “Rebate Analyst”) will calculate the rebate amount as provided
in the Tax Certificate within sixty (60) days after the end of each Bond Year during which any Bonds
remain Outstanding (or any other date specified by the Rebate Analyst), and within 60 days after the date
of redemption of the last maturity constituting a portion of the Bonds, the Rebate Analyst shall calculate
the rebate amount for the immediately preceding Bond Year. A copy of each rebate amount calculation
shall be provided to the Trustee. The Trustee may conclusively rely upon the calculation made by the Rebate
Analyst and shall not be liable or responsible therefor. All amounts in the Rebate Fund shall be used and
withdrawn by the Trustee at the written instruction of the Rebate Analyst or the Borrower as required above
solely for the purposes set forth under this caption. The Trustee shall withdraw money from the Rebate
Fund and remit all required rebate installments and a final rebate payment to the United States of America
at the written instruction of the Rebate Analyst of the Borrower. Neither the Trustee nor the Issuer shall
have any obligation to pay any amounts required to be rebated under this caption and the Tax Certificate,
other than from money held in the Rebate Fund as provided in the Indenture or from other moneys provided
to it by the Issuer.
Money in the Rebate Fund shall be invested and reinvested by the Trustee in Eligible Investments
at the written direction of the Authorized Borrower Representative. The Trustee shall be entitled to rely on
any written direction of the Borrower as to the suitability and legality of the directed investments and such
written direction shall be deemed to be a certification that such directed investments constitute Eligible
Investments. In the absence of instructions from the Authorized Borrower Representative, money in the
Rebate Fund shall be invested in Eligible Investments described in clause (b) of the definition of “Eligible
Investments.” At no time shall the Borrower direct that any funds constituting gross proceeds of the Bonds
be used in any manner as would constitute failure of compliance with Section 148 of the Code.
The Trustee shall not be responsible for any determination or calculation concerning arbitrage
rebate with respect to the Bonds, or for determining whether the yield on any investments made in
accordance with the Indenture would cause, or whether any other facts exist which would cause, any of the
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