Guam § 5 - Rebate Funds.

§ 5. Rebate Funds.

(A) In addition to the other funds and accounts created

pursuant to this Indenture, the Trustee shall establish and maintain

a fund separate from any other fund established and maintained

hereunder and designated as the “Rebate Fund.” The Trustee shall

also establish and maintain within the Rebate Fund a separate

subaccount designated as the “1997 Series A Rebate Account.”

There shall be deposited in the 1997 Series A Rebate Account

from Revenues or other lawfully available moneys such amounts

as are required to be deposited therein pursuant to the Tax

Certificate with respect to the 1997 Series A Bonds. All money at

any time deposited in the 1997 Series A Rebate Account shall be

held by the Trustee in trust, to the extent required to satisfy the

Rebate Requirement for the 1997 Series A Bonds (as defined in

the Tax Certificate with respect to the 1997 Series A Bonds), for

payment to the United States of America. All amounts required to

be deposited into or on deposit in the 1997 Series A Rebate

Account shall be governed exclusively by this Section and by the

Tax Certificate with respect to the 1997 Series A Bonds (which is

incorporated herein by reference).

(B) The Trustee shall pay to the United States, out of amounts

in the 1997 Series A Rebate Account,

(1) not later than 30 days after the end of the fifth Bond

Year and not less frequently than once each five years

thereafter, an amount equal to at least 90% of the Rebate

Requirement for the 1997 Series A Bonds; and

(2) not later than 60 days after the retirement of the 1997

Series A Bonds, an amount equal to 100% of the Rebate

Requirement with respect to such Bonds (determined as of

the date of the retirement of such Bonds). In the event that,

prior to the time of any required payment out of the 1997

Series A Rebate Account, the amount in the 1997 Series A

Rebate Account is not sufficient to make such payment when

such payment is due, the Government shall calculate and

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direct the Trustee to deposit from Revenues or other lawfully

available moneys an amount equal to such deficiency into the

1997 Series A Rebate Account prior to the time such payment

is due.

Within thirty (30) days after the end of every fifth Bond Year,

and within fifty-five (55) days after the date on which no Bonds

are outstanding, the Trustee shall request the Government to

deliver to the Trustee a certificate stating whether any rebate

payment is required to be made and the amount of any such rebate

payment to be made, as set forth in the Tax Certificate, and to

deliver to the Trustee any amount so required to be paid.

Notwithstanding anything to the contrary in this Indenture,

any amount received with respect to a Nonpurpose Investment (as

defined in the Tax Certificate with respect to the 1997 Series A

Bonds) credited to the 1997 Series A Rebate Account shall be

retained in the 1997 Series A Rebate Account upon the receipt

thereof.

In the event that on the first day of any Bond Year the amount

credited to the 1997 Series A Rebate Account exceeds the Rebate

Requirement for the 1997 Series A Bonds, the Trustee shall

transfer the excess from the 1997 Series A Rebate Account to the

Revenue Fund.

For purposes of crediting amounts to the 1997 Series A

Rebate Account or withdrawing amounts from the 1997 Series A

Rebate Account, Nonpurpose Investments shall be valued in the

manner provided in the Tax Certificate with respect to the 1997

Series A Bonds.

(C) Notwithstanding any provisions of this Section, if the

Government shall provide to the Trustee an Opinion of Counsel

that any specified action required under this Section is no longer

required or that some further or different action is required to

maintain the exclusion from federal income tax of interest with

respect to any Series of Bonds, the Trustee and the Government

may conclusively rely on such opinion in complying with the

requirements of this Section, and, notwithstanding Article IX of

this Indenture, the covenants hereunder shall be deemed to be

modified to that extent.

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