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Investment Proceeds means the earnings from the investment and reinvestment of all Issue Price Proceeds. Investment Property means any security or obligation (other than a Tax-Exempt Obligation), any annuity contract, or any other investment-type property. IRS means the Inverse Rate Securities as defined in Section 3(b) of the Indenture. Issue Price Proceeds means $111,372,598.28, being equal to the par amount of the 1994 Bonds, $107,399,438.50, plus accrued interest, $315,258.63, and plus original issue premium, $3,657,901.15. Minor Portion means, as set forth in Code Section 1481e), an amount not in excess of the lesser of (i) 5 percent of the proceeds of an issue of obligations, or (ii) $100,000. Net Sale Proceeds means the amount of Issue Price Proceeds less the portion of the Issue Price Proceeds (i) invested in a Reasonably Required Reserve or Replacement Fund, or (ii) invested as the Minor Portion. Nongovernmental Person means any person other than a State or a political subdivision of a State (within the meaning of Section 103(c) of the Code). Nonpurpose Investment means any Investment Property in which Gross Proceeds are invested. Opinion of Counsel means an approving written opinion of nationally recognized bond counsel. Other Replacement Proceeds means, as set forth in Treasury Regulations Section 1.148-1(c)(4), proceeds that arise to the extent that the issuer and/or the conduit borrower reasonably expect as of the issue date of obligations that the term of such obligations is longer than is reasonably necessary for the governmental purpose of the obligations and that there will be available amounts created (within the meaning of Treasury Regulations Section 1.148-6(d)(3)(iii)) during the period that the obligations remain outstanding longer than necessary. Other Replacement Proceeds do not arise for the portion of the obligations that is to be used to (i) finance restricted working capital expenditures (within the meaning of Treasury Regulations Section 1 .148-1(b)) if that portion of the obligations is not outstanding longer than two years, (ii) finance or refinance the portion of the obligations that is to be used to finance or refinance capital projects (within the meaning of Treasury Regulations Section 1.148-1(b)) if that portion of the obligations does not exceed 120 percent of the average reasonably expected life of the financed capital projects, and (iii) refund a prior issue, provided that the weighted average maturity of such refunding issue does not exceed the remaining weighted average maturity of the prior issue and the issue of which the prior issue is a part satisfies Treasury Regulations Sections 1 .148-1(c)(4)(i)(B)(1) or 1 .148-1(c)(4)(i)(B)(21. Penalty Account means the account established within the Acquisition Fund pursuant to Section 5.4.3 hereof. Pledge Fund means, as set forth in Treasury Regulations Section 1.148-1(c)(3), generally any amount that is directly or indirectly pledged to pay principal or interest with respect to an issue of obligations. For these purposes, a pledge need not be cast in any particular form but must provide a reasonable assurance to the holders of the obligations that such amounts will be available to pay principal or interest on such issue of obligations in the 1A1-69477.4 3