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13068670v2 <br /> <br /> <br />31 <br /> <br />or their successors; (vi) commercial paper or finance company paper of an issuer which is rated <br />not less than ‘A-1’ or ‘prime-one’ or their equivalents by Standard & Poor’s Ratings Division or <br />Moody’s Investors Services, Inc., or their successors, and whose obligations are rated not less than <br />‘AA-’ by Standard & Poor’s Ratings Division or ‘Aa3’ by Moody’s Investors Services, Inc., or <br />their successors; (vii) a common trust fund or similar fund maintained by the Trustee exclusively <br />for the collective investment and reinvestment of moneys contributed thereto by the Trustee in its <br />capacity as trustee and whose only investments are in securities described herein; (viii) shares of <br />an investment company registered under the Investment Company Act of 1940, whose shares are <br />registered under the Securities Act of 1933 and whose only assets consist of obligations described <br />in (i) or (iii) above; and (ix) an investment agreement (whether or not collateralized) issued by any <br />financial institution maintaining at least an ‘AA-’ rating from Standard & Poor’s Ratings Division <br />or an ‘Aa3’ rating from Moody’s Investors Services, Inc., or their successors (“Qualified <br />Investments”). Qualified Investments permitted under this Section may be purchased through or <br />from the Trustee or from any of its affiliates. Investments so made shall be deemed at all times to <br />be a part of the respective Fund, but may from time to time be sold or otherwise converted into <br />cash, whereupon the proceeds derived from such sale or conversion shall be credited to such Fund. <br />Except as may otherwise be provided in Section 4.08 of the Loan Agreement and Section 5.03 <br />hereof, any interest accruing on and any profit realized from such investment shall be credited to <br />the respective Fund. Any investments purchased with amounts on deposit in any Fund under this <br />Indenture may be exchanged for cash or investments of equal value credited to any other Fund. <br />The Trustee shall redeem or sell, at fair market value, any investments so made, whenever it shall <br />be necessary to do so in order to provide moneys to meet any payment from the respective Fund. <br />Neither the Trustee nor the Issuer shall be liable for any loss resulting from any such investment, <br />nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing <br />any such investment. The Corporation acknowledges that the investments it authorizes in its <br />written investment directions must be authorized by the Act and are limited as to amount and yield <br />of investment in such manner that no part of the outstanding Bonds shall be deemed “arbitrage <br />bonds” under Section 148 of the Internal Revenue Code and regulations thereunder. The Trustee <br />shall be fully protected in relying on the investment direction of the Authorized Corporation <br />Representative as to the suitability and the legality of such directed investments and any such <br />written investment direction shall be deemed a certification by the Authorized Corporation <br />Representative that such directed investments constitute Qualified Investments. In the absence of <br />such written investment direction the Trustee shall hold amounts uninvested in cash, without <br />liability for interest. <br />Ratings of Qualified Investments referred to herein shall be determined at the time of <br />purchase of such Qualified Investments and without regard to ratings subcategories. The Trustee <br />shall have no responsibility to monitor the ratings of Qualified Investments after the initial <br />purchase of such Qualified Investments, including at the time of the reinvestment of proceeds <br />thereof. <br />The Trustee may elect, but shall not be obligated, to credit the funds and accounts held by <br />it with moneys representing income or principal payments due on, or sales proceeds due in respect <br />of, Qualified Investments in such funds and accounts, or to credit to Qualified Investments <br />intended to be purchased with such moneys, in each case before actually receiving the requisite <br />moneys from the payment source, or to otherwise advance funds for account transactions. The <br />Corporation acknowledges that the legal obligation to pay the purchase price of any Qualified