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SECTION 7.02. Tax Covenants; Rebate Fund. <br />(a) In addition to the other funds and accounts created pursuant hereto, the Trustee <br />shall establish and maintain a fund separate from any other fund or account established and <br />maintained hereunder designated the "Rebate Fund" (the "Rebate Fund"). Within the Rebate Fund, <br />the Trustee shall maintain such accounts or subaccounts as are specified in a Written Request of <br />the City to the Trustee pursuant to the Tax Certificate. The Trustee shall deposit moneys in the <br />Rebate Fund made available by the Authority pursuant to a Written Request of the City. Subject <br />to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the <br />Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate <br />Requirement (as such term is defined in the Tax Certificate), for payment to the federal government <br />of the United States of America, and none of the City, the Authority, the Trustee nor the Owners <br />of the Bonds shall have any right in or claim to such money. All amounts deposited into or on <br />deposit in the Rebate Fund shall be governed by this Section and by the Tax Certificate (which is <br />incorporated herein by reference). The Trustee shall be deemed conclusively to have complied <br />with the provisions of this Section 7.02 and the Tax Certificate if it follows the Written Request <br />of the City, including supplying all necessary information in the manner provided in the Tax <br />Certificate, and except as otherwise expressly provided herein, shall not be required to take any <br />actions hereunder in the absence of written directions by the City, and shall have no liability or <br />responsibility to enforce compliance by the City with the terms of the Tax Certificate or this <br />Section. The Trustee agrees to comply with all Written Requests of the City given in accordance <br />with the Tax Certificate. <br />(b) Upon a Written Request of the City, an amount shall be deposited into the Rebate <br />Fund by the Trustee from deposits by the City, if and to the extent required, so that the balance of <br />the amount on deposit thereto shall be equal to the Rebate Requirement. Computations of the <br />Rebate Requirement shall be furnished by or on behalf of the City in accordance with the Tax <br />Certificate. <br />(c) The Trustee shall have no obligation to rebate any amounts required to be rebated <br />pursuant to this Section, other than from moneys held in the funds and accounts created hereunder <br />or from other moneys provided to it by the City or the Authority. <br />(d) The Trustee shall invest all amounts held in the Rebate Fund in Permitted <br />Investments as directed by a Written Request of the City, which directions shall be subject to the <br />restrictions set forth in the Tax Certificate. Money, including investment earnings, shall not be <br />transferred from the Rebate Fund except as provided in paragraph (e) below. <br />(e) Upon receipt of a Written Request of the City, the Trustee shall remit part or all of <br />the amounts in the Rebate Fund to the United States of America, as so directed. In addition, if the <br />City so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund <br />from or into such accounts or fund as directed by the Written Request of the City. Any amounts <br />remaining in the Rebate Fund after payment or prepayment of all of the Bonds and payment and <br />satisfaction of any Rebate Requirement, or provision made therefor satisfactory to the Trustee, <br />shall, after payment all fees and expenses of the Trustee, be withdrawn and remitted to the City. <br />28 <br />55394.00068\42092121.3 <br />