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"Replacement Proceeds" means amounts that have a sufficiently direct nexus to the <br />Note or the governmental purpose of the Note to conclude that the amounts would have been <br />used for that governmental purpose if the Proceeds of the Note were not used or to be used for <br />that governmental purpose. For this purpose, governmental purposes include the expected use of <br />amounts for the payment of debt service on a particular date. The mere availability or <br />preliminary earmarking of amounts for a governmental purpose, however, does not in itself <br />establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement <br />Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged fund. For <br />these purposes, an amount is pledged to pay principal of or interest on the Note if there is <br />reasonable assurance that the amount will be available for such purposes in the event that the <br />issuer encounters financial difficulties. <br />"Sale Proceeds" means any amounts actually or constructively received by the Issuer <br />from the sale of the Note. Sale Proceeds shall also include, but are not limited to, amounts <br />derived from the sale of a right that is associated with the Note and that is described in Section <br />1.148-4(b)(4) of the Regulations. <br />"Tax -Exempt Investment" means (i) an obligation the interest on which is excluded <br />from gross income pursuant to Section 103 of the Code, (ii) United States Treasury -State and <br />Local Government Series, Demand Deposit Securities, and (iii) stock in a tax-exempt mutual <br />fund as described in Section 1.150-1(b) of the Regulations. Tax -Exempt Investment shall not <br />include a specified private activity bond as defined in Section 57(a)(5)(C) of the Code. For <br />purposes of this Rebate Statement, a tax-exempt mutual fund includes any regulated investment <br />company within the meaning of Section 851(a) of the Code meeting the requirements of Section <br />852(a) of the Code for the applicable taxable year; having only one class of stock authorized and <br />outstanding; investing all of its assets in tax-exempt obligations to the extent practicable; and <br />having at least 98% of (1) its gross income derived from interest on, or gain from the sale of or <br />other disposition of, tax-exempt obligations or (2) the weighted average value of its assets <br />represented by investments in tax-exempt obligations. <br />"Transferred Proceeds" shall have the meaning provided therefor in Section 1.148-9 of <br />the Regulations. <br />"Universal Cap" means the Value of the then outstanding Note. <br />"Value" (of the Note) means, with respect to the Note, its present value. <br />"Value" (of an Investment) shall have the following meaning in the following <br />circumstances: <br />(1) General Rules. Subject to the special rules in the following paragraph, an issuer <br />may determine the value of an investment on a date using one of the following valuation <br />methods consistently applied for all purposes relating to arbitrage and rebate with respect to that <br />investment on that date: <br />A-4 <br />