Common use of Defeasance of Bonds Clause in Contracts

Defeasance of Bonds. (a) If the Authority shall pay or cause to be paid to all the Holders of any Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds. The Authority and the Borrower shall have no right to draw under the Letter of Credit for the payment of Bonds pursuant to this Section 1101.

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal and interest of and premium, if any, on such Bond either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the WLCDC shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and interest to become due thereon reinvested, at the written direction of the WLCDC, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien hands of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee moneys shall execute and deliver to the Authority such instruments in writing as have been so deposited shall be requisite to cancel deposited in the Lien hereof Bond Fund as and shall assign when realized and deliver to collected for use and application as are other moneys deposited in the Authority Bond Fund. Notwithstanding any property at the time subject to the provision of any other Article of this Indenture which may then be in its possession, except amounts required to be paid contrary to the Borrower under provisions of this Section 413 hereof11.2, which all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be assigned applied to and delivered to the Borrower, and except cash or securities held by the Trustee used solely for the payment of the principal of, redemption premiumparticular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article 9 hereof to the contrary notwithstanding, and interest on if moneys or Governmental Obligations have been deposited or set aside with the Bonds. The Authority and the Borrower shall have no right Trustee pursuant to draw under the Letter of Credit this Section 11.2 for the payment of Bonds pursuant and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 110111.2 shall be made without the consent of the Owner of each Bond affected thereby. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal and interest of such Bond either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and interest to become due thereon reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien hands of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee moneys shall execute and deliver to the Authority such instruments in writing as have been so deposited shall be requisite to cancel deposited in the Lien hereof Bond Fund as and shall assign when realized and deliver to collected for use and application as are other moneys deposited in the Authority Bond Fund. Notwithstanding any property at the time subject to the provision of any other Article of this Indenture which may then be in its possession, except amounts required to be paid contrary to the Borrower under provisions of this Section 413 hereof11.2, which all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be assigned applied to and delivered to the Borrower, and except cash or securities held by the Trustee used solely for the payment of the principal of, redemption premiumparticular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, and interest on if moneys or Governmental obligations have been deposited or set aside with the Bonds. The Authority and the Borrower shall have no right Trustee pursuant to draw under the Letter of Credit this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 110111.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Defeasance of Bonds. (a) If the Authority City shall pay or cause to be paid, or 19 there shall otherwise be paid, to the Registered Owners of the Series 2020 A Bonds, the principal 20 thereof, and redemption premium, if applicable, and interest due or to become due thereon, at the 21 times and in the manner stipulated therein and in this Ordinance, then the pledge of Net 22 Revenues and any other moneys and securities pledged under this Ordinance and all covenants, 23 agreements and other obligations of the City to the Registered Owners shall thereupon cease, 24 terminate and become void and be discharged and satisfied, except as may otherwise be 25 necessary to assure the exclusion of interest on the Series 2020 A Bonds from gross income for 28 Bonds for the payment of which either moneys in an amount which shall be 29 sufficient, or securities the principal of and the interest on which, when due, will provide moneys 30 which, together with the moneys, if any, deposited with the Paying Agent at the same or earlier 31 time, shall be sufficient, to pay as and when due the respective principal of and interest on such 32 Series 2020 A Bonds shall be deemed to have been paid within the meaning and with the effect 33 expressed in the first paragraph of this section. All Series 2020 A Bonds shall, prior to all the Holders 34 maturity thereof, be deemed to have been paid within the meaning and with the effect expressed 35 in the first paragraph of any Outstanding Bonds this section if there shall have been deposited with the Commission or an 36 escrow trustee either moneys in an amount which shall be sufficient, or securities the principal of 37 and the interest on which, when due, will provide moneys which, together with the moneys, if 38 any, deposited with the Commission or said escrow trustee at the same or earlier time shall be 39 sufficient, to pay when due the principal of, any redemption premium on and interest due and to 40 become due on said Series 2020 A Bonds on and prior to the maturity date thereof, or if the City 41 irrevocably determines to redeem any of said Series 2020 A Bonds prior to the maturity thereof, 42 on and prior to said redemption date. Neither securities nor moneys deposited with the 43 Commission or an escrow trustee pursuant to this section nor principal or interest payments on 44 any such securities shall be withdrawn or used for any purpose other than, and shall be held in 45 trust for, the payment of the principal of and interest on said Series 2020 A Bonds; provided, that 46 any cash received from such principal, redemption premium, if any, and interest payments on 1 such securities deposited with the Commission or said escrow trustee, if not then needed for such 2 purpose, shall, to become due thereon the extent practicable, be reinvested in securities maturing at the times and in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation 3 amounts sufficient to pay to the Holders of the Outstanding Bonds when due the principal of, of and redemption premium, if any, and interest 4 to become due thereon shall survive the cancellation on said Series 2020 A Bonds on and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant prior to the Reimbursement Agreement such maturity or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreementredemption dates 5 thereof, and upon written instructions interest earned from the Letter of Credit Issuer, the Trustee such reinvestments shall assign and turn be paid over to the Letter City as received by 6 the Commission or said escrow trustee, free and clear of Credit Issuerany trust, as subrogee lien or otherwisepledge. For the 7 purpose of this section, all of the Trustee's right, title securities means and interest under this Indenture, all balances held hereunder not required for the payment of the Bonds and include only Government Obligations or such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing 8 additional securities as shall be requisite to cancel set forth in the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds. The Authority and the Borrower shall have no right to draw under the Letter of Credit for the payment of Bonds pursuant to this Section 1101Supplemental Resolution.

Defeasance of Bonds. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, and on said Bonds, plus interest thereon to become the due thereon at date thereof; or (b) the times and in maturity of such Bonds. In the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in event the Bonds so paid and in this Indenture expressed as are to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture defeased and the rights hereby granted shall cease, determine and be void, whereupon interest rate borne by the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuerthis Section 8.02, the Trustee shall assign and turn over require that the Company furnish to it (i) an opinion of Bond Counsel to the Letter effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit IssuerFacility Period, as subrogee or otherwisean opinion of nationally recognized counsel experienced in bankruptcy matters, all which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the Trustee's right, title occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and interest certificates required to be furnished to it under this IndentureSection in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section 8.02 may also be invested and reinvested, at the direction of the Company, in noncallable Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all balances held hereunder income from all Government Obligations in the hands of the Trustee pursuant to this Section 8.02 which is not required for the payment of the Bonds and such other sums interest and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Authority Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Borrower shall have no right Bonds to draw under be treated as arbitrage bonds within the Letter meaning of Credit Section 148 of the Code. Notwithstanding any provision of any other article of this Indenture which may be contrary to the provisions of this Section 8.02, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 8.02 for the payment of Bonds pursuant (including interest and premium thereon, if any) shall be applied to this Section 1101.and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust. ARTICLE IX

Defeasance of Bonds. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, the availability of sufficient moneys to make such paynient, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, and on said Bonds, plus interest thereon to become the due thereon at date thereof; or (b) the times and in maturity of such Bonds. In the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in event the Bonds so paid and in this Indenture expressed as are to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture defeased and the rights hereby granted shall cease, determine and be void, whereupon interest rate borne by the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuerthis Section 8.02, the Trustee shall assign and turn over require that the Company furnish to it (i) an opinion of Bond Counsel to the Letter effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit IssuerFacility Period, as subrogee or otherwisean opinion of nationally recognized counsel experienced in bankruptcy matters, all which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the Trustee's right, title occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and interest certificates required to be furnished to it under this IndentureSection in accepting or using any moneys deposited pursuant to this Article VIM All moneys so deposited with the Trustee as provided in this Section 8.02 may also be invested and reinvested, at the direction of the Company, in noncallable Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all balances held hereunder income from all Government Obligations in the hands of the Trustee pursuant to this Section 8.02 which is not required for the payment of the Bonds and such other sums interest and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Authority Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Borrower shall have no right Bonds to draw under be treated as arbitrage bonds within the Letter meaning of Credit Section 148 of the Code. Notwithstanding any provision of any other article of this Indenture which may be contrary to the provisions of this Section 8.02, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 8.02 for the payment of Bonds pursuant (including interest and premium thereon, if any) shall be applied to this Section 1101and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust.

Defeasance of Bonds. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by(a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, and on said Bonds, plus interest thereon to become the due thereon at date thereof; or (b) the times and in maturity of such Bonds. In the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in event the Bonds so paid and in this Indenture expressed as are to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture defeased and the rights hereby granted shall cease, determine and be void, whereupon interest rate borne by the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuerthis Section 8.02, the Trustee shall assign and turn over require that the Company furnish to it (i) an opinion of Bond Counsel to the Letter effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit IssuerFacility Period, as subrogee or otherwisean opinion of nationally recognized counsel experienced in bankruptcy matters, all which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the Trustee's right, title occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and interest certificates required to be furnished to it under this IndentureSection in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section 8.02 may also be invested and reinvested, at the direction of the Company, in noncallable Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all balances held hereunder income from all Government Obligations in the hands of the Trustee pursuant to this Section 8.02 which is not required for the payment of the Bonds and such other sums interest and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Authority Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Borrower shall have no right Bonds to draw under be treated as arbitrage bonds within the Letter meaning of Credit Section 148 of the Code. Notwithstanding any provision of any other article of this Indenture which may be contrary to the provisions of this Section 8.02, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 8.02 for the payment of Bonds pursuant (including interest and premium thereon, if any) shall be applied to this Section 1101.and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust. ARTICLE IX

Defeasance of Bonds. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment, or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, and on said Bonds, plus interest thereon to become the due thereon at date thereof, or (b) the times and in maturity of such Bonds. In the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in event the Bonds so paid and in this Indenture expressed as are to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture defeased and the rights hereby granted shall cease, determine and be void, whereupon interest rate borne by the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuerthis Section 8.02, the Trustee shall assign and turn over require that the Company furnish to it (i) an opinion of Bond Counsel to the Letter effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit IssuerFacility Period, as subrogee or otherwisean opinion of nationally recognized counsel experienced in bankruptcy matters, all which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the Trustee's right, title occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and interest certificates required to be furnished to it under this IndentureSection in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section 8.02 may also be invested and reinvested, at the direction of the Company, in noncallable Government - Obligations, maturing in the amounts and times as hereinbefore set forth, and all balances held hereunder income from all Government Obligations in the hands of the Trustee pursuant to this Section 8.02 which is not required for the payment of the Bonds and such other sums interest and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Authority Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Borrower shall have no right Bonds to draw under be treated as arbitrage bonds within the Letter meaning of Credit Section 148 of the Code. Notwithstanding any provision of any other article of this Indenture which may be contrary to the provisions of this Section 8.02, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 8.02 for the payment of Bonds pursuant (including interest and premium thereon, if any) shall be applied to this Section 1101and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust.

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal and interest of such Bond either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Governmental Obligations.‌ Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and interest to become due thereon reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien hands of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee moneys shall execute and deliver to the Authority such instruments in writing as have been so deposited shall be requisite to cancel deposited in the Lien hereof Bond Fund as and shall assign when realized and deliver to collected for use and application as are other moneys deposited in the Authority Bond Fund. Notwithstanding any property at the time subject to the provision of any other Article of this Indenture which may then be in its possession, except amounts required to be paid contrary to the Borrower under provisions of this Section 413 hereof11.2, which all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be assigned applied to and delivered to the Borrower, and except cash or securities held by the Trustee used solely for the payment of the principal of, redemption premiumparticular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, and interest on if moneys or Governmental obligations have been deposited or set aside with the Bonds. The Authority and the Borrower shall have no right Trustee pursuant to draw under the Letter of Credit this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 110111.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Defeasance of Bonds. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the Authority principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall pay have been made or cause caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, and on said Bonds, plus interest thereon to become the due thereon at date thereof; or (b) the times and in maturity of such Bonds. In the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in event the Bonds so paid and in this Indenture expressed as are to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture defeased and the rights hereby granted shall cease, determine and be void, whereupon interest rate borne by the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuerthis Section 8.02, the Trustee shall assign and turn over require that the Company furnish to it (i) an opinion of Bond Counsel to the Letter effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit IssuerFacility Period, as subrogee or otherwisean opinion of nationally recognized counsel experienced in bankruptcy matters, all which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the Trustee's right, title occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and interest certificates required to be furnished to it under this IndentureSection in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section 8.02 may also be invested and reinvested, at the direction of the Company, in noncallable Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all balances held hereunder income from all Government Obligations in the hands of the Trustee pursuant to this Section 8.02 which is not required for the payment of the Bonds and such other sums interest and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Authority Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Borrower shall have no right Bonds to draw under be treated as arbitrage bonds within the Letter meaning of Credit Section 148 of the Code. Notwithstanding any provision of any other article of this Indenture which may be contrary to the provisions of this Section 8.02, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 8.02 for the payment of Bonds pursuant (including interest and premium thereon, if any) shall be applied to this Section 1101and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust.

Defeasance of Bonds. The following provisions of this Section 14.02 shall apply only from and after the Letter of Credit Termination Date: Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) If payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been irrevocably deposited with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Authority pertaining to the Bonds with respect to which such deposit is made shall pay have been paid or cause the payment thereof provided for to the satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to all the Holders benefits of this Indenture, except for the purposes of any Outstanding such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article VIII of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 14.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of, of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. All moneys so deposited with the Trustee as provided in this Section 14.02 may also be invested and interest to become due thereon reinvested, at the times and direction of the Company, in Government Obligations, maturing in the manner stipulated therein amounts and herein with Available Moneystimes as hereinbefore set forth, and if the Authority shall keep, perform and observe all and singular the covenants and promises income from all Government Obligations in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien hands of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder Section 14.02 which is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to which such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee moneys shall execute and deliver to the Authority such instruments in writing as have been so deposited shall be requisite to cancel deposited in the Lien hereof Bond Fund as and shall assign when realized and deliver to collected for use and application as are other moneys deposited in the Authority Bond Fund. Notwithstanding any property at the time subject to the provision of any other Article of this Indenture which may then be in its possession, except amounts required to be paid contrary to the Borrower under provisions of this Section 413 hereof14.02, which all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 14.02 for the payment of Bonds (including interest and premium thereon, if any) shall be assigned applied to and delivered to the Borrower, and except cash or securities held by the Trustee used solely for the payment of the principal of, redemption premiumparticular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or Government Obligations have been so set aside in trust. Anything in Article XII hereof to the contrary notwithstanding, and interest on if moneys or Government Obligations have been deposited or set aside with the Bonds. The Authority and the Borrower shall have no right Trustee pursuant to draw under the Letter of Credit this Section 14.02 for the payment of Bonds pursuant and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 110114.02 shall be made without the consent of the Owner of each Bond affected thereby.