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opinion of Bond Counsel that any specified action required under
this Rebate Agreement is no longer req*sired or that some further
or different action is required to maintain or assure the
exclusion from federal gross income of in~erest with respect to
the Bonds, the Trust~e, the Issuer and the Borrower may
conclusively rely on such opinion in complying with the
requirements of this Rebate Agreement and the covenants herein
shall be de~med to be modified to that extent. This Rebate
Agreement shall be amended or modified by the parties hereto in
any manner which is r~ecessary to comply with such regulations as
may be promulgated by the United States Treasury Department from
time to time.
(c) The Tru~tee, the ~ssuer and the Borrower shall have the
right tA obtain and rely on an opinion of Bo~~a Counsel as to any
- matter related to carrying out any of their duties under this
" Rebate Agreement.
(d) In the event the Borrower or the Issuer, for whatever
reason, fail to make any of the calculations or determinations
required under this Rebate Agreement, the Trustee shall, after
notifying the Borrower and the Issuer of such failure in writing,
retain, at the expense of the Borrower, a qualified third party -
to undertake such calculations and determinations until su~h tim~
as the Borrower or the Issuer provide the Trustee with such
calculations and determinations, and ti~e Trustee can conclusively
rely upon ax~y aalct~lations or de~erminations made by suc~ third
party.
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