Common use of Defeasance Clause in Contracts

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid and will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on the date Securities of the deposit referred to in subparagraph (A) hereof, any series and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash in U.S. dollars and/or Eligible Instruments (including for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (i) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred; occurred or (Ey) the Company shall have delivered an Opinion of Counsel to the Trustee same effect as the ruling described in clause (x) above and (ii) an Officers' Certificate stating Opinion of Counsel to the effect that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent Securities of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result series have a valid security interest in the trust arising from such deposit constituting an "investment company" (as defined in funds subject to no prior liens under the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderUCC; and (Ge) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 8.02 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e.series shall survive until such Securities are no longer outstanding. Thereafter, 180 days following only the Remarketing Date)Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on Securities and the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities, cash in U.S. dollars and/or Eligible Instruments for payment of the Principal of, interest (including Additional Interest, if any) on the Securities, and any other sum due hereunder, money sufficient or U.S. Government Obligations) , which through the payment of principal and interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability thereon will be imposed on sufficient, or a combination thereof sufficient (unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures (including Additional Interest, if any) on the dates such payments of principal outstanding Securities, and to pay any other sums due by it hereunder to maturity or interest are due and payableearlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities have been complied with. Notwithstanding a defeasance The obligations of the DebenturesCompany and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08 and 9.03, as applicable, with respect to the Securities and the Guarantee thereof shall survive until the Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.03, as applicable, shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)survive.

Defeasance. The Company If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided in this Agreement, or otherwise, and the whole amount of the principal, or Redemption Price and the interest so due and payable upon all of the Bonds shall be deemed paid, or provision shall have been made for the payment of the same, together with all other sums payable under this Agreement by the Company on behalf of the Authority, including all fees and expenses of the Trustee and the Authority, then and in that case, this Agreement and the lien created hereby shall be discharged and satisfied and the Authority shall be released from the covenants, agreements and obligations contained in this Agreement, and the Trustee shall assign and transfer to or upon the order of the Company all property (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Authority and the Company in this regard. Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, all the covenants and promises in such Bonds and in this Agreement required or contemplated to be kept, performed and observed by the Authority (or by the Company on behalf of the Authority) or on its part on or prior to that time, then this Agreement shall be considered to have been discharged from its in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Agreement and such lien and all covenants, agreements and other obligations hereunder shall cease, terminate, become void and be completely discharged as to such Bonds. Notwithstanding the satisfaction and discharge of this Agreement or the discharge of this Agreement in respect of any Bonds, those provisions of this Agreement relating to the maturity of the Bonds, interest payments and dates thereof, tender and exchange provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds and the duties of the Trustee in connection with respect to all of the outstanding Debentures on foregoing, and compliance with the date covenants contained in Section 8.07, shall remain in effect and shall be binding upon the Authority, the Trustee and the holders of the deposit referred to in subparagraph (A) hereof, Bonds and the provisions of this Indenture, as it relates Trustee shall continue to such outstanding Debentures, shall no longer be obligated to hold in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it trust any moneys or investments then held by the Company acknowledging Trustee for the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments payment of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rightsof, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal Redemption Price of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect Bonds, to pay to the Debentures shall have occurred and be continuing on Bondholders the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to funds so held by the Trustee an Officers' Certificate as and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon when such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)payment becomes due.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid, and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of, the Securities of any series and the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash for payment of the Principal of, interest on and any Additional Amounts payable in U.S. dollars and/or Eligible Instruments (including respect of the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal of and discharge the Principal of, interest on all and any Additional Amounts payable in respect of the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities of such series have been complied with. Notwithstanding a The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Securities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall survive. The defeasance of the Debentures, obligations in respect of Securities of any series by the Company and the Guarantor under this Section 9.02 shall continue to have the right to cause a Remarketing be effective notwithstanding any prior covenant defeasance in respect of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e., 180 days following series by the Remarketing Date)Company or the Guarantor under Section 9.03.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on Securities and the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities, cash in U.S. dollars and/or Eligible Instruments for payment of the Principal of, interest (including Additional Interest, if any) on the Securities, and any other sum due hereunder, money sufficient or U.S. Government Obligations) , which through the payment of principal and interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability thereon will be imposed on sufficient, or a combination thereof sufficient (unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures (including Additional Interest, if any) on the dates such payments of principal outstanding Securities, and to pay any other sums due by it hereunder to maturity or interest are due and payableearlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above, which opinion must be based either on a change in applicable U.S. federal income tax laws or regulations occurring after the date hereof; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities have been complied with. Notwithstanding a defeasance The obligations of the DebenturesCompany and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08 and 9.03, as applicable, with respect to the Securities and the Guarantee thereof shall survive until the Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.03, as applicable, shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)survive.

Defeasance. The If the Issuer or Company shall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners from time to time of the Bonds, the principal of, premium, if any, and interest due or to become due thereon on the dates and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof and if all other liabilities of the Company under the Loan Agreement shall have been satisfied, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the lien of this Indenture shall be canceled and discharged (except with respect to monies held by the Trustee hereunder for the payment of Bonds as aforesaid, and the rights and immunities of the Issuer and the Trustee hereunder), and upon written request of the Issuer or the Company, the Trustee shall execute and deliver to the Issuer such instruments in writing as shall be required by the Issuer or the Company to cancel and discharge the lien hereof and thereof, and reconvey, release, assign and deliver unto the Issuer and the Company, respectively, the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture. Any Bond shall be deemed to be paid within the meaning of this Section 10.1 when payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption prior to maturity as provided in this Indenture or otherwise), either (i) shall have been discharged made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust for the benefit of and subject to a security interest in favor of the owner of such Bond, and irrevocably setting aside exclusively for such payment on such due date, (1) monies sufficient to make such payment, or (2) Government Obligations (provided that in the opinion of Bond Counsel delivered to the Trustee and the Issuer such deposit of Government Obligations will not adversely affect the exclusion from its obligations gross income for federal income tax purposes of interest on the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code) maturing as to principal and interest in such amounts and on such dates as will (together with any monies held under clause (1)), in the written opinion to the Trustee from a firm of certified public accountants not unsatisfactory to the Trustee, provide sufficient monies without reinvestment to make such payment, and if all necessary and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made and all other liabilities of the outstanding Debentures on Company under the date Loan Agreement shall have been paid or the payment thereof provided for to the satisfaction of the deposit referred Trustee. At such time as a Bond shall be deemed to in subparagraph (A) hereofbe paid hereunder, and as aforesaid, it shall no longer be secured by or entitled to the provisions benefits of this Indenture, except for the purposes set forth in Sections 2.7 and 2.8 hereof and any such payment from such monies or Government Obligations on the date or dates specified at the time of such deposit. Notwithstanding the foregoing, in the case of Bonds which are to be redeemed prior to the maturity date, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as it relates to aforesaid until proper notice of redemption of such outstanding DebenturesBonds shall have been previously given in accordance with Article V hereof, or until the Company, on behalf of the Issuer, shall no longer be in effect (and have given the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement form satisfactory to the Trustee, as trust funds in trust irrevocable written instructions: (a) stating the redemption date when the principal (and premium, if any) of each such Bond is to be paid (which may be any redemption date permitted by this Indenture); and (b) to call for the purpose of making the following payments, specifically pledged as security for and dedicated solely redemption pursuant to this Indenture any Bonds to be redeemed prior to the benefit maturity date pursuant to (a) hereof. In the case of Bonds which are not to be redeemed within the Holders next succeeding sixty (60) days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article V hereof, a notice to the Owners of such Bonds that the Debentures, cash deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) accordance with this Section 10.1 and stating the redemption or maturity date upon which through monies are to be available for the payment of interest the redemption price on or principal of said Bonds. Any monies so deposited with the Trustee as provided in this Section 10.1 may at the written direction of the Company also be invested and principal reinvested in respect thereofGovernment Obligations, maturing in accordance with their termsthe written opinion of a firm of certified public accountants delivered and not unsatisfactory to the Trustee in the amounts and on the dates as hereinbefore set forth, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before all income from all Government Obligations in the due date hands of any payment of money, an amount in cash, sufficientthe Trustee pursuant to this Section 10.1 which, in the written opinion of to the Trustee from a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered not unsatisfactory to the Trustee, is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to pay which such monies are deposited, shall be deposited in the Debt Service Fund as and when collected for use and application as are other monies deposited in that fund. Anything in Article IX hereof to the contrary notwithstanding, if monies or Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 10.1 for the payment of the principal of of, premium, if any, and interest on all the Debentures Bonds and the principal of, premium, if any, and interest on the dates such payments of principal or interest are due and payable; (B) Bonds shall not have in fact been actually paid in full, no Default or Event of Default with respect amendment to the Debentures provisions of this Section 10.1 shall have occurred be made without the consent of the Owner of each of the Bonds affected thereby. If an agreement with a Securities Depository as described in Section 2.13 hereof is then in effect and be continuing on such agreement provides for the date Company to obtain a CUSIP number in the event of such deposit; (C) such deposit a partial refunding or redemption of the Bonds and the related intended consequences will not result in authentication of a breach new Bond for the refunded or violation ofredeemed Bonds, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) then the Company shall have delivered to comply with the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result provisions of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)agreement.

Defeasance. The Company (a) If NVTC shall be deemed to have been discharged from its obligations with respect to all pay or provide for the payment of the outstanding Debentures entire indebtedness on the date particular Bonds in any one or more of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing ways: (i1) the rights of Holders of Debentures by paying or causing to receive, solely from the trust funds described in subparagraph (A) hereof, payments of be paid the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rightsand premium, powersif any, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all such Bonds, as and when the Debentures on the dates such payments of principal or interest are same shall become due and payable; (B2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of by delivering such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered Bonds to the Trustee for cancellation; or (3) by depositing with the Trustee (or an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (2the "Defeasance Amount"), be fully sufficient to pay or redeem (when redeemable) since and discharge the date indebtedness on such Bonds at or before their respective maturity dates, without consideration of execution any reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the Trustee's satisfaction; and if NVTC shall also pay or provide for the payment of all other sums payable hereunder by NVTC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this First Supplemental Indenture, there has been a change in Master Indenture (or the applicable federal income tax law, in either case to corresponding provisions of the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain Related Series Supplements) or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered provisions satisfactory to the Trustee an Officers' Certificate stating that shall have been made for the deposit was not made by the Company with the intent giving of preferring the Holders over such notice, such Bonds shall cease to be entitled to any other creditors of the Company lien, benefit or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;security under this Master Indenture except as provided in subsection (d) below. (Fb) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered NVTC may at any time surrender to the Trustee an Officers' Certificate for cancellation any Bonds previously authenticated and an Opinion delivered that NVTC may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired as provided in this Section. (c) Upon such defeasance all rights of CounselNVTC, each stating that all conditions precedent relating including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the defeasance contemplated date the Defeasance Amount is deposited with the Trustee or escrow agent. (d) When a Bond is deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Section 2.12 have been complied with. Notwithstanding a defeasance Master Indenture, except for the purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Amount and except for the provisions of this Section, Articles III and IV (and the corresponding sections of the Debentures, the Company shall continue to have the right to cause a Remarketing Series Supplements) and Section 6.1 of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)this Master Indenture.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on Securities of any series and the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash in U.S. dollars and/or Eligible Instruments (including for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities of such series have been complied with. Notwithstanding a defeasance The obligations of the DebenturesCompany and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Securities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)survive.

Defeasance. The Company (a) If, when the Bonds or any portion thereof secured hereby shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Trustee, the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be deemed to have been discharged from its obligations with respect to all paid or (1) cash or (2) Government Obligations which are noncallable by the issuer thereof, the principal of and the outstanding Debentures interest on which when due, without reinvestment, will provide sufficient moneys, shall be held by the date of the deposit referred to in subparagraph Trustee (Aor any Paying Agent) hereof, and for such purpose under the provisions of this Indenture, as it relates to such outstanding Debentures, and provision shall no longer also be in effect (made for paying all Trustee’s and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it Paying Agents’ fees and expenses and other sums payable hereunder by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust Authority and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have counsel delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 satisfaction and discharge of the Indenture have been complied with. Notwithstanding a defeasance , then and in that case such Bonds shall no longer be deemed to be outstanding under this Indenture, and in the event the foregoing shall apply to all Bonds secured hereby, the right, title and interest of the DebenturesTrustee shall thereupon cease, determine and become void. Upon any such termination of the Trustee’s title, on written demand of the Authority, the Company Trustee shall continue release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof and in the Operation Fund created by Section 3.04 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee (or any Paying Agent) as hereinabove provided, in addition to the requirements set forth in Article IV of this Indenture, the Trustee shall, within thirty (30) days after such obligations have the right to been deposited with it, cause a Remarketing notice signed by the Trustee to be mailed to the owners of such Bonds setting forth (1) the date designated for the redemption of such Bonds, (2) a description of the Debentures obligations so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).held by it,

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (Ai) hereof, and the Notwithstanding any provisions of this IndentureSection 2.4 to the contrary, as it relates including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to such outstanding Debenturesthe expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, shall no longer be in effect (Borrower may cause the release of the Property from the lien of the Mortgage and the Trustee, at other Loan Documents upon the expense satisfaction of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfiedconditions: (A) the Company no Event of Default shall have deposited, or caused to be deposited, irrevocably with the Trustee, exist under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit any of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableLoan Documents; (B) no Default or Event not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of Default with respect cancellation ten (10) days prior to the Debentures scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall have occurred pay all of Lender’s costs and be continuing on the date expenses incurred as a result of such depositcancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such deposit release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related intended consequences will not result in a breach or violation ofdocumentation, or constitute a default or event of default underand any servicing fees, the Indenture or any other material indenture, agreement Rating Agency fees or other instrument binding upon costs related to such release), shall be paid in full on or prior to the Company or its subsidiaries or any of their properties or assetsRelease Date; (D) the Company Borrower shall have delivered deliver to Lender on or prior to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Company has Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received fromby Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or there has been published guaranteed as to timely payment by, the Internal Revenue Service a ruling (United States of America or other obligations which ruling shall be satisfactory to are “government securities” within the Trustee), or (2meaning of Section 2(a)(16) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as amended close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the "“Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act"Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date)), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the Company event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have delivered any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Trustee an Officers' Certificate and an Opinion of CounselLoan, each stating except that all conditions precedent relating Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the defeasance contemplated by this Loan after receiving any notice described in Section 2.12 have been complied with. Notwithstanding a defeasance 2.4(b)(i)(B); provided, however, that the failure of the Debentures, the Company Lender to so notify Borrower shall continue to have the not impose any liability on Lender or grant Borrower any right to cause a Remarketing of defease the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of Loan during any such adjusted date of maturity (i.e., 180 days following the Remarketing Date)REMIC Prohibition Period.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all (a) Provided no Event of Default has occurred and is continuing, at any time after the date which (i) is two years after the "startup day," within the meaning of Section 860G(a)(9) of the outstanding Debentures on Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"), of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds the Note or (ii) is four years after the date hereof, whichever shall first occur, and before the Anticipated Repayment Date, Trustor may cause the release of the deposit referred to in subparagraph (A) hereof, Trust Property from the lien of this Deed of Trust and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and other Loan Documents upon the Trustee, at the expense satisfaction of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing conditions: (i) not less than thirty (30) days prior written notice shall be given to Trustee and Beneficiary specifying a date (the rights of Holders of Debentures "RELEASE DATE") on which the Defeasance Collateral (as hereinafter defined) is to receivebe delivered, solely from such Release Date only to occur on a Payment Date (as defined in the trust funds described Note); (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Beneficiary or its agents in subparagraph connection with such release (A) hereofincluding, payments without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the principal proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation), shall be paid in full on or interest on prior to the outstanding Debentures on the date such payments are dueRelease Date; and (iiiii) Trustor shall deliver to Beneficiary on or prior to the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfiedRelease Date: (A) an amount equal to the Company shall have depositedremaining principal amount of the Note and the Yield Maintenance Premium (hereinafter defined), if any, sufficient to purchase direct, non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive monthly Payment Dates occurring after the Release Date and assuming the Loan is paid in full on the Anticipated Repayment Date, with each such payment being equal to or caused greater than the amount of the corresponding installment of principal, interest and, if applicable, the fee of the Servicer required to be deposited, irrevocably with the Trustee, paid hereunder and/or under the terms Note (the "DEFEASANCE COLLATERAL"), each of an escrow trust agreement which shall be duly endorsed by the holder thereof as directed by Beneficiary or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Beneficiary (including, without limitation, such instruments as may be required by the Trustee, as trust funds depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in trust for the purpose of making the following payments, specifically pledged as order to create a first priority security for and dedicated solely to the benefit interest therein in favor of the Holders Beneficiary in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Beneficiary in its sole discretion, creating a first priority security interest in favor of Beneficiary in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), which shall provide, among other things, that any excess received by Beneficiary from the Defeasance Collateral over the amounts payable by Trustor hereunder shall be refunded to Trustor promptly after each Payment Date; (C) a certificate of Trustor certifying that all of the Debenturesrequirements set forth in this Paragraph 57 have been satisfied; (D) an opinion of counsel for Trustor in form and substance and delivered by counsel satisfactory to Beneficiary in its sole discretion stating, cash among other things, that (1) Beneficiary has a perfected first priority security interest in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest Defeasance Collateral and principal in respect thereof, that the Defeasance Security Agreement is enforceable against Trustor in accordance with their its terms; and (2) that any REMIC Trust formed pursuant to a securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of such defeasance; (E) Trustor shall deliver evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, will provide withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance event for any securities issued in connection with the securitization which are then outstanding; (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of F) a nationally recognized certificate from a firm of independent public accountants expressed in a written certification thereof delivered acceptable to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating Beneficiary certifying that the deposit was not made by Defeasance Collateral is sufficient to satisfy the Company with the intent provisions of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderparagraph A above; and (G) such other certificates, documents or instruments as Beneficiary may reasonably require. (b) Upon compliance with the Company requirements of this paragraph, the Trust Property shall be released from the lien of the this Deed of Trust and the other Loan Documents, and the Defeasance Collateral shall constitute the only collateral which shall secure the Note and all other obligations under the Loan Documents. Beneficiary will, at Trustor's expense, execute and deliver any agreements reasonably requested by Trustor to release the lien of the Deed of Trust from the Trust Property. Trustor, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Beneficiary and applied to satisfy the obligations of the Trustor under the Note. (c) Upon the release of the Trust Property in accordance with this paragraph, Trustor may (or at the option of Beneficiary, shall) assign all its obligations under the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Trustor and approved by Beneficiary in its sole discretion. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Beneficiary in its sole discretion pursuant to which it shall assume Trustor's obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Trustor shall (i) deliver to Beneficiary an opinion of counsel in form and substance and delivered by counsel satisfactory to Beneficiary in its sole discretion stating, among other things, that such assumption agreement is enforceable against Trustor and such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (ii) pay all costs and expenses incurred by Beneficiary or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Trustor shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those obligations which are specifically intended to survive the termination; satisfaction or assignment of this Deed of Trust or the exercise of Beneficiary's rights and remedies hereunder. (d) Upon the release of the Trust Property in accordance with this paragraph, Trustor shall have delivered no further right to prepay the Note pursuant to the Trustee an Officers' Certificate other provisions of this paragraph or otherwise. In connection with the conditions set forth in subparagraph (a)(iii)(A) above, Trustor hereby appoints Beneficiary as its agent and an Opinion attorney-in-fact for the purpose of Counselpurchasing the Defeasance Collateral with funds provided by the Trustor. Trustor shall pay any and all expenses incurred in the purchase of the Defeasance Collateral and any revenue, each stating that all conditions precedent relating documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or otherwise required to accomplish the agreements of this paragraph. (e) For purposes of this Deed of Trust the Note and the other Loan Documents, the term "YIELD MAINTENANCE PREMIUM" shall mean the amount, if any, which, when added to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance remaining principal amount of the DebenturesNote, will be sufficient to purchase the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Defeasance Collateral.

Defeasance. Notwithstanding anything to the contrary in this Indenture and unless otherwise specified with respect to any Series in the applicable Indenture Supplement: (a) The Company shall Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "Defeased Series") on the date of the deposit referred applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Notes of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofSection 11.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Notes when such payments are due; and (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Indenture Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section and Section 12.16. (b) Subject to Section 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under Section 11.04(a): (i) the Issuer irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeIndenture Trustee (such deposit to be made from other than the Issuer's or any Affiliate of the Issuer's funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Issuer) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its exercise of Default its right pursuant to this Section with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach any Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (ii) of the definition of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax law, in either case Trust being required to register as an investment company under the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act; (Eiv) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit was not made by and termination of obligations will not, based on the Company facts known to such officer at the time of such certification, then cause a Pay Out Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act occurrence of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera Pay Out Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withIndenture Trustee. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).ARTICLE TWELVE

Defeasance. The Company (a) If the Authority shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of all of the Bonds then Outstanding, the principal of and interest on and Redemption Price, if any, to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then and in that event the covenants, agreements and other obligations of the Authority to the Bondowners shall be discharged and satisfied. In such event, the Trustee shall, (i) upon request of the Authority, execute and deliver to the Authority and the Borrower all such instruments as may be reasonably requested by the Authority to evidence such release and discharge, and (ii) if S&P is then rating the Bonds, give written notice to S&P of the date on which such payments were made. In addition, the Trustee and the Paying Agents shall pay over to or deliver to the Borrower all moneys or securities held by them pursuant to the Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment of any amounts owed to the Trustee or for the payment or redemption. (b) If the Authority shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of the Bonds then Outstanding, the principal of and interest on and Redemption Price, if any, to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then and in that event such Bonds shall cease to be entitled to any lien, benefit or security under this Indenture and the covenants, agreements and other obligations of the Authority to the Owners of such Bonds shall be discharged and satisfied, except for the Authority’s obligations under Section 7.14 hereof and its obligations under Section 8.5, to the extent of any amounts owed to the Trustee. (c) Any Bonds or interest installments for the payment or redemption of which moneys shall then be held by the Trustee or the Paying Agents (through deposit by the Authority of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been discharged from its obligations paid within the meaning and with respect to all of the outstanding Debentures on the date of the deposit referred to effect expressed in subparagraph paragraph (Aa) hereof, and the provisions of this IndentureSection 13.1. Any Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section 13.1 if (i) in case such Bonds are to be redeemed on any date prior to their maturity, as it relates the Authority shall have given to such outstanding Debentures, shall no longer be in effect (and the Trustee, in form satisfactory to it, irrevocable instructions to give notice of redemption as provided in Article IV of this Indenture on said date of such Bonds, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Government Obligations the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the expense same time, shall be sufficient, as verified by an Accountant’s Certificate to pay when due the principal or Redemption Price, if applicable, of such Bonds and interest due and to become due on such Bonds on and prior to the Principal Payment Date or Dates or redemption date or dates thereof, as the case may be, and (iii) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instruction to give notice by mail, as soon as practicable, to the Owners of such Bonds and to S&P, if S&P is then rating the Bonds, that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with paragraph (a) of this Section 13.1 and stating such Principal Payment Date or Dates or redemption date or dates upon which moneys are to be available for the payment of the Companyprincipal of, shallRedemption Price, upon if applicable, on such Bonds. Neither Government Obligations nor moneys deposited with the request of Trustee pursuant to this Section nor principal or interest payments on any such Government Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments payment of the principal of or Redemption Price, if applicable, and interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereundersaid Bonds; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, any cash received from such principal or caused to be deposited, irrevocably interest payments on such Government Obligations deposited with the Trustee, under if not then needed for such purpose, shall, to the terms of extent practicable, be reinvested in Government Obligations maturing at times and in Principal Amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on said Bonds on and prior to such Principal Payment Date or Dates or redemption date or dates thereof, as the case may be, all as further provided in an escrow trust agreement satisfactory relating to the Trusteedefeasance of the Bonds. (d) Other Government Obligations may be substituted for those originally deposited with the Trustee pursuant to paragraph (c) of this Section 13.1; provided that there shall have been furnished to the Trustee a Counsel’s Opinion to the effect that such substitution will not adversely affect the exclusion from federal gross income of interest on any Bonds and an Accountant’s Certificate verifying the sufficiency of the moneys and Government Obligations to pay or redeem any Bonds deemed to have been paid pursuant to paragraph (c) of this Section 13.1. (e) Anything in this Indenture to the contrary notwithstanding, as trust funds any moneys held by the Trustee or Paying Agents in trust for the purpose payment and discharge of making any of the following paymentsBonds which remain unclaimed for two years after the date when such Bonds have become due and payable, specifically pledged as security either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or Paying Agents at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee or Paying Agents after the said date when such Bonds became due and dedicated solely payable, shall, be repaid by the Trustee or Paying Agents to the benefit of Borrower and become its absolute property, free from trust, and the Holders of Trustee or Paying Agents shall thereupon be released and discharged with respect thereto and the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through Bondowners thereafter shall look only to the Borrower for the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bonds.

Defeasance. The If the Issuer or Company shall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners from time to time of the Bonds, the principal of, premium, if any, and interest due or to become due thereon on the dates and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof and if all other liabilities of the Company under the Loan Agreement shall have been satisfied, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the lien of this Indenture shall be canceled and discharged (except with respect to moneys held by the Trustee hereunder for the payment of Bonds as aforesaid, and the rights and immunities of the Issuer and the Trustee hereunder), and upon written request of the Issuer or the Company, the Trustee shall execute and deliver to the Issuer such instruments in writing as shall be required by the Issuer or the Company to cancel and discharge the lien hereof and thereof, and reconvey, release, assign and deliver unto the Issuer and the Company, respectively, the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture. Any Bond shall be deemed to be paid within the meaning of this Section 10.1 when payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption prior to maturity as provided in this Indenture or otherwise), either (i) shall have been discharged made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust for the benefit of and subject to a security interest in favor of the owner of such Bond, and irrevocably setting aside exclusively for such payment on such due date, (1) moneys sufficient to make such payment, or (2) Government Obligations (provided that in the opinion of Bond Counsel delivered to the Trustee and the Issuer such deposit of Government Obligations will not adversely affect the exclusion from its obligations gross income for federal income tax purposes of interest on the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code) maturing as to principal and interest in such amounts and on such dates as will (together with any moneys held under clause (1)), in the written opinion to the Trustee from a firm of certified public accountants not unsatisfactory to the Trustee, provide sufficient moneys without reinvestment to make such payment, and if all necessary and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made and all other liabilities of the outstanding Debentures on Company under the date Loan Agreement shall have been paid or the payment thereof provided for to the satisfaction of the deposit referred Trustee. At such time as a Bond shall be deemed to in subparagraph (A) hereofbe paid hereunder, and as aforesaid, it shall no longer be secured by or entitled to the provisions benefits of this Indenture, except for the purposes set forth in Sections 2.7 and 2.8 hereof and any such payment from such moneys or Government Obligations on the date or dates specified at the time of such deposit. Notwithstanding the foregoing, in the case of Bonds which are to be redeemed prior to the maturity date, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as it relates to aforesaid until proper notice of redemption of such outstanding DebenturesBonds shall have been previously given in accordance with Article V hereof, or until the Company, on behalf of the Issuer, shall no longer be in effect (and have given the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement form satisfactory to the Trustee, as trust funds in trust irrevocable written instructions: (a) stating the redemption date when the principal (and premium, if any) of each such Bond is to be paid (which may be any redemption date permitted by this Indenture); and (b) to call for the purpose of making the following payments, specifically pledged as security for and dedicated solely redemption pursuant to this Indenture any Bonds to be redeemed prior to the benefit maturity date pursuant to (a) hereof. In the case of Bonds which are not to be redeemed within the Holders next succeeding sixty (60) days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article V hereof, a notice to the Owners of such Bonds that the Debentures, cash deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) accordance with this Section 10.1 and stating the redemption or maturity date upon which through moneys are to be available for the payment of interest the redemption price on or principal of said Bonds. Any moneys so deposited with the Trustee as provided in this Section 10.1 may at the written direction of the Company also be invested and principal reinvested in respect thereofGovernment Obligations, maturing in accordance with their termsthe written opinion of a firm of certified public accountants delivered and not unsatisfactory to the Trustee in the amounts and on the dates as hereinbefore set forth, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before all income from all Government Obligations in the due date hands of any payment of money, an amount in cash, sufficientthe Trustee pursuant to this Section 10.1 which, in the written opinion of to the Trustee from a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered not unsatisfactory to the Trustee, is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to pay which such moneys are deposited, shall be deposited in the Debt Service Fund as and when collected for use and application as are other moneys deposited in that fund. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 10.1 for the payment of the principal of of, premium, if any, and interest on all the Debentures Bonds and the principal of, premium, if any, and interest on the dates such payments of principal or interest are due and payable; (B) Bonds shall not have in fact been actually paid in full, no Default or Event of Default with respect amendment to the Debentures provisions of this Section 10.1 shall have occurred be made without the consent of the Owner of each of the Bonds affected thereby. If an agreement with a Securities Depository as described in Section 2.13 hereof is then in effect and be continuing on such agreement provides for the date Company to obtain a CUSIP number in the event of such deposit; (C) such deposit a partial refunding or redemption of the Bonds and the related intended consequences will not result in authentication of a breach new Bond for the refunded or violation ofredeemed Bonds, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) then the Company shall have delivered to comply with the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result provisions of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)agreement.

Defeasance. The Company shall be deemed to When the principal of, and premium (if any) and interest on, all Bonds issued hereunder have been discharged from its obligations with respect to all paid, or provision has been made for payment of the outstanding Debentures on same and any Purchase Price which may become payable pursuant to Article V, together with the date compensation and expenses of the deposit referred Trustee and all other sums payable hereunder by the Authority or the Company, the right, title and interest of the Trustee in and to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, Trust Estate shall no longer be in effect (thereupon cease and the Trustee, at on demand of the expense of Authority or the Company, shallshall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority or the Company and shall turn over to the Company or to such person, upon body or authority as may be entitled to receive the request same all balances then held by it hereunder not required for the payment of the Company, execute proper instruments supplied Bonds and such other sums and shall surrender the Letter of Credit to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunderBank; provided that (a) any proceeds of the following conditions Letter of Credit not required for payment of the Bonds shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory turned over to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for Bank and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligationsb) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in drawing under the applicable federal income tax law, in either case Letter of Credit for which the Bank has not been fully reimbursed pursuant to the effect thatLetter of Credit Agreement or any other obligations are then due and owing to the Bank under the Letter of Credit Agreement, the Trustee shall assign and turn over to the Bank, as successor, subrogee or otherwise, all of the Trustee’s right, title and interest under this Indenture, all balances held hereunder (excluding the Rebate Fund) 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 and any other property comprising the Trust Estate. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to thereupon the Trustee an Officers' Certificate stating that shall take similar action for the deposit was not made by the Company release of this Indenture with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) respect to such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bonds.

Defeasance. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company shall Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "Defeased Series") on the date of the deposit referred applicable conditions set forth in subsection 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Notes of the Defeased Series to receive, solely from the trust funds described provided for in subparagraph (A) hereofsubsection 11.04(c), payments in respect of the interest on and principal of or interest on the outstanding Debentures on the date such Notes when such payments are due; and (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Indenture Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeIndenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Issuer) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its first exercise of Default its right pursuant to this Section with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax law, in either case Trust being required to register as an "investment company" within the effect that, and based thereon such Opinion meaning of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act; (Eiv) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit was not made by and termination of obligations will not, based on the Company facts known to such officer at the time of such certification, then cause a Amortization Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act occurrence of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera Amortization Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withIndenture Trustee. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).[END OF ARTICLE XI]

Defeasance. The Company shall will be deemed to have been paid and will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on the date Securities of the deposit referred to in subparagraph (A) hereofany series, and the provisions of this IndentureIndenture will, except as it relates to such outstanding Debenturesprovided below, shall no longer be in effect (and with respect to the Securities of such series, the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same)same and the Securities of any such series will no longer be outstanding pursuant to Section 2.08, except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that 91st day after the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash in U.S. dollars and/or Eligible Instruments (including for payment of the principal of and any interest on the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal Obligations or a combination thereof in respect thereof, in accordance with their terms, will provide an amount sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of, any accrued interest on, and any mandatory sinking fund payments in respect of and interest on all the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge deposit and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge deposit had not occurredbeen made or (B) an Opinion of Counsel to the same effect as the ruling described in clause (A) above and (ii) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the Uniform Commercial Code or successor law, as then in effect in each applicable jurisdiction (the "UCC"); (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (Fe) such deposit shall would not cause any Securities of such series then listed on the New York Stock Exchange or other national securities exchange to be delisted as a result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderthereof; and (Gf) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 8.02 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.11, 2.13, 4.02, 4.03, 7.07, 7.08, and 8.04 with respect to the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e.series shall survive until such Securities are no longer outstanding. Thereafter, 180 days following only the Remarketing Date)Company's obligations in Sections 4.03 and 7.07 shall survive.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company shall Transferors may at their option be deemed to have been discharged from its their obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "Defeased Series") on the date of the deposit referred to applicable conditions set forth in subparagraph subsection 12.04(c) are satisfied (Aa "Defeasance") hereof, and the provisions of this Indenture, as it relates but only if Defeasance is explicitly available to such outstanding DebenturesSeries in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case); provided, however, that the following rights, obligations, powers, duties and immunities shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied survive with respect to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofsubsection 12.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeTrustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Transferors) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its first exercise of Default its right pursuant to this Section 12.04 with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Transferors shall have delivered to the Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax lawTrust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a fraudulent conveyance (based in either case reliance on certain certificates to the effect that, that the Receivables and based thereon such Opinion termination of Counsel shall confirm that, obligations constitute fair value for consideration paid therefor and as to the Holders will not recognize income, gain or loss for federal income tax purposes as a result solvency of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;Transferors); 100 (Eiv) the Company Transferors shall have delivered to the Trustee an Officers' Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the deposit was not made by facts known to such officer at the Company time of such certification, then cause a Pay-Out Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act occurrence of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera Pay-Out Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withTrustee. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).[END OF ARTICLE XII]

Defeasance. The Company (a) Subject to Sections 16.1(b) and 16.2, the Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the Collateral Documents (a "Legal Defeasance") or (ii) any of its covenants, other than its obligation to make payments on the Bonds pursuant to Section 2.10 (a "Covenant Defeasance"). With respect to any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Bonds, shall be deemed unaffected thereby. The Issuer may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may not be accelerated due to have been discharged from its an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations with respect terminated by the Issuer, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Issuer any and all of the outstanding Debentures on Trustee's interest in the date of Collateral, the deposit referred right, title and interest in and to in subparagraph (A) hereofany and all rights conveyed, and assigned or pledged to the provisions of Trustee or otherwise subject to this Indenture, except amounts in the funds required to be paid to the Issuer under this Indenture, and (z) shall turn over to the Issuer or to any such person, body or authority as may be entitled to receive the same all balances then held by it relates hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to such outstanding Debenturescomply with and shall have no liability in respect of any term, shall no longer be in effect (and the Trustee, at the expense condition or limitation set forth under any of the Companycovenants in this Indenture except as set forth hereinabove, shallwhether directly or indirectly by reason of any reference elsewhere herein to any such covenant or Section or to any other provision herein or in any other document. (b) Notwithstanding Section 16.1(a) above, upon the request obligations of the CompanyIssuer pursuant to Sections 2.8, execute proper instruments supplied to it by 2.9, Section 2.10 and 11.5 shall survive until the Company acknowledging Bonds have been paid in full. Thereafter, the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments obligations of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions Issuer pursuant to Section 11.5 shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)survive.

Defeasance. The (a) If (i) the Issuer shall pay or cause to be paid to the holders and owners of the Bonds the principal of and interest to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it on its part and shall pay or cause to be paid all other sums payable hereunder by the Issuer, and (ii) the Bank, if any, shall have provided a written certification to the effect that the Company shall have paid or caused to be paid all obligations of the Company to reimburse the Bank for drawings under the Reimbursement Agreement, then, with respect to such Bonds, these presents and the estate and rights hereby granted shall cease, terminate and be void, and thereupon (A) the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any property at the time subject to the lien of this Indenture which may then be in its possession, except moneys or Government Obligations held by it for the payment of the principal of and interest on the Bonds and (B) the Trustee shall cancel the Letter of Credit and return it to the Bank. (b) Provision for the payment of Bonds shall be deemed to have been discharged made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (i) moneys sufficient to make such payment of principal, premium, if any, and interest on such Bonds, and any payment of the Purchase Price of such Bonds pursuant to Sections 4.1 and 4.2; and/or (ii) noncallable, nonprepayable Government Obligations (provided that in either case the Trustee shall have received a Favorable Opinion) maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any reinvestment thereof) to make such payment of principal, premium, if any, and interest on such Bonds, and any payment of the Purchase Price of such Bonds pursuant to Sections 4.1 and 4.2, and which are not subject to prepayment, redemption or call prior to their stated maturity; provided that if a Letter of Credit is then held by the Trustee, such payment and any payment of the Purchase Price of Bonds pursuant to Section 4.1 or 4.2, as applicable, shall be made only from its obligations proceeds of a drawing under the Letter of Credit deposited directly into the Letter of Credit Debt Service Account or the Letter of Credit Purchase Account, as applicable, or the Company shall have caused to be delivered to the Trustee and the Rating Service a Preference Opinion. No Bonds in respect of which a deposit under clause (i) or (ii) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on such Bonds, with respect to all which the Trustee may rely on a certificate of independent certified public accountants, a copy of which certificate shall also be furnished to Moody's, if the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereofBonds are then rated by Moody's; provided that, and the provisions notwithstanding any other provision of this Indenture, as it relates any Bonds purchased with such moneys pursuant to such outstanding DebenturesSection 4.3 shall be surrendered to the Trustee for cancellation and shall not be remarketed, shall no longer be in effect (and provided further that the Trustee, at the expense of the Company, Issuer shall, upon the request of the Companyas a condition to defeasance, execute proper instruments supplied to it obtain written evidence from S&P, if such Bonds are then rated by the Company acknowledging the same)S&P, except as to: (i) the rights of Holders of Debentures to receiveand Moody's, solely from the trust funds described in subparagraph (A) hereofif such Bonds are then rated by Moody's, payments of the principal of or interest on the outstanding Debentures on the date that such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences defeasance will not result in a breach reduction or violation ofwithdrawal of the then current rating on such Bonds. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal, redemption price or Purchase Price of and interest on the Bonds with respect to which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal or redemption price of any Bonds more than 60 days following the deposit thereof with the Trustee, the Trustee shall mail a notice to the owners of the Bonds to be redeemed or deemed paid or redeemed, stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of which such moneys or obligations are being held to all owners of Bonds for the payment of which such moneys or obligations are being held at their registered addresses and to S&P, if such Bonds are then rated by S&P, and Moody's, if such Bonds are then rated by Moody's. (c) Notwithstanding anything contained elsewhere in this Indenture, all money or Government Obligations set aside and held in trust pursuant to the provisions of this Section 16.1 for the payment of Bonds, the redemption premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds, the redemption premium, if any, and interest thereon, with respect to which such money or Government Obligations have been so set aside in trust. (d) Anything in this Article 16 to the contrary notwithstanding, if moneys or Government Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal, Purchase Price, or constitute a default redemption price of the Bonds and the interest thereon and the principal, Purchase Price or event redemption price of default undersuch Bonds and the interest thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. Notwithstanding the provisions of this Article 16, the Indenture obligations under Articles 2, 6 and 9 in respect of the payment provisions for the Bonds, the obligations under Article 4 with respect to the optional and mandatory tender requirements, the obligations under Article 2 with respect to the registration of transfer, exchange, registration, discharge from registration and replacement of Bonds, and under Article 8 in respect of certain covenants and agreements relating to the tax-exempt status of the Bonds and the rights of the Trustee under Section 12.4 shall survive the discharge of the lien of the Indenture. The Issuer or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or may at any of their properties or assets; (D) the Company shall have delivered time surrender to the Trustee an Officers' Certificate for cancellation by it any Bonds previously authenticated and an Opinion of Counsel to delivered hereunder, which the effect that (1) Issuer or the Company has received frommay have acquired in any manner whatsoever, or there has been published byand such Bonds, the Internal Revenue Service a ruling (which ruling upon such surrender and cancellation, shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected deemed to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)paid and retired.

Defeasance. The Company If the Authority shall pay or cause to be deemed paid, or there shall otherwise be paid, to have been discharged from its obligations with respect the Owners of all Sales Tax Bonds then Outstanding, the principal and interest and Redemption Price to all become due thereon, at the times and in the manner stipulated therein and in this Trust Agreement, then, at the option of the outstanding Debentures on the date of the deposit referred Authority, expressed in an instrument in writing signed by an Authorized Officer and delivered to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense covenants, agreements and other obligations of the CompanyAuthority to the Bondowners shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the CompanyAuthority, execute proper and deliver to the Authority all such instruments supplied as may be desirable to it evidence such discharge and satisfaction and the Fiduciaries shall pay over or deliver to the Authority all money, securities and funds held by them pursuant to this Trust Agreement which are not required for the Company acknowledging payment or redemption of Sales Tax Bonds not theretofore surrendered for such payment or redemption. If the same)Authority shall pay or cause to be paid, except as to: (i) to the rights Owners of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of any Outstanding Sales Tax Bonds the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of Redemption Price and interest on all due or to become due thereon, at the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount times and in the same manner stipulated therein and at in this Trust Agreement, such Sales Tax Bonds shall cease to be entitled to any lien, benefit or security under this Trust Agreement, and all covenants, agreements and obligations of the same times as would have been Authority to the Owners of such Sales Tax Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Notwithstanding any other provision of this Trust Agreement, the provisions of the following Sections of this Trust Agreement shall survive such cessations, termination, voidance, discharge and satisfaction: Articles III and IV; and Sections 511, 701, 702, 709 and 713 (in the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors each of the Company or with the intent of defeatingforegoing Sections, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit survival shall not result continue only until such Sales Tax Bonds are in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")fact paid), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)705.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (Ai) hereof, and the Notwithstanding any provisions of this IndentureSection 2.4 to the contrary, as it relates including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to such outstanding Debenturesthe expiration of the earlier of (a) the REMIC Prohibition Period or (b) thirty-six (36) months after the Closing Date, shall no longer be in effect (Borrower may cause the release of the Property from the lien of the Mortgage and the Trustee, at other Loan Documents upon the expense satisfaction of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfiedconditions: (A) the Company no Event of Default shall have deposited, or caused to be deposited, irrevocably with the Trustee, exist under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit any of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableLoan Documents; (B) no Default or Event not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of Default with respect cancellation ten (10) days prior to the Debentures scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall have occurred pay all of Lender’s costs and be continuing on the date expenses incurred as a result of such depositcancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such deposit release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related intended consequences will not result in a breach or violation ofdocumentation, or constitute a default or event of default underand any servicing fees, the Indenture or any other material indenture, agreement Rating Agency fees or other instrument binding upon costs related to such release), shall be paid in full on or prior to the Company or its subsidiaries or any of their properties or assetsRelease Date; (D) the Company Borrower shall have delivered deliver to Lender on or prior to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Company has Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received fromby Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or there has been published guaranteed as to timely payment by, the Internal Revenue Service a ruling (United States of America or other obligations which ruling shall be satisfactory to are “government securities” within the Trustee), or (2meaning of Section 2(a)(16) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as amended close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the "“Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act"Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date)), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the Company event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have delivered any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Trustee an Officers' Certificate and an Opinion of CounselLoan, each stating except that all conditions precedent relating Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the defeasance contemplated by this Loan after receiving any notice described in Section 2.12 have been complied with. Notwithstanding a defeasance 2.4(b)(i)(B); provided, however, that the failure of the Debentures, the Company Lender to so notify Borrower shall continue to have the not impose any liability on Lender or grant Borrower any right to cause a Remarketing of defease the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of Loan during any such adjusted date of maturity (i.e., 180 days following the Remarketing Date)REMIC Prohibition Period.

Defeasance. The Company SECTION 11.01. If and when the principal of, and the premium, if any, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall be deemed to have been discharged from its obligations with respect to all well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the outstanding Debentures on Company, accompanied by the date Officers' Certificate and Opinion of Counsel required by Section 14.03, and upon proof being given to the reasonable satisfaction of the deposit referred Trustee that all the Securities have been paid or satisfied and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in subparagraph (A) hereof, and relation thereto or in carrying out the provisions of this Indenture, the Trustee shall cancel this Indenture and execute and deliver to the company such instruments as it relates shall be requisite to evidence the satisfaction hereof. SECTION 11.02. If, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such outstanding Debenturesamount of direct obligations of the United States of America as will or will together with the income thereon without consideration of any reinvestment thereof be sufficient to pay, all sums due for principal of, premium, if any, and interest on the Securities of a particular series, as they shall no longer become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture in relation thereto, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer, substitution and exchange of Securities of such series, (ii) rights of holders to receive payments of principal of, premium, if any, and interest on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Securityholders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, and (iii) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, at on the expense of the Company, shall, upon the written request of the Company, execute proper instruments supplied to it accompanied by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and Opinion of Counsel required by Section 14.03, and an Opinion of Counsel to the effect that (1) holders of the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date Securities of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders series will not recognize income, gain or loss for federal Federal income tax purposes as a result 51 60 of such deposit, defeasance and discharge the Company's action under this Section 11.02 and will be subject to federal Federal income tax on in the same amount and amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge action had not occurred; (E) been taken, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series. The Trustee shall apply the moneys so deposited solely to the payment to the holders of the Securities of such series of all sums due thereon for principal, premium, if any, and interest, and the Trustee shall have delivered no claim for itself, for fees, expenses or otherwise, to such moneys so deposited. SECTION 11.03. Neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with the Company to pay thereon. Any moneys so deposited for the payment of the principal of, premium, if any, of interest on the Securities of any series and remaining unclaimed for three years after the date of the maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease. Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee an Officers' Certificate stating that or such other paying agent in trust for the deposit was respective holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not made be segregated from other funds except to the extent required by law. ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES SECTION 12.01. No recourse shall be had for the Company with paying of the intent principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of preferring the Holders over indebtedness represented thereby, or upon any other creditors obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or with of any successor corporation, either directly or through the intent Company or any 52 61 successor corporation, whether by virtue of defeatingany constitutional provision, hinderingstatute or rule of law, delaying or defrauding by the enforcement of any other creditors assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act or of 1940any successor corporation, as amended (the "Investment Company Act")), either directly or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) through the Company shall have delivered or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or to the Trustee an Officers' Certificate be implied herefrom or therefrom, and an Opinion of Counsel, each stating that all conditions precedent relating to liability, if any, of that character against every such incorporator, stockholder, officer, director and employee is, by the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance acceptance of the DebenturesSecurities and as a condition of, and as part of the consideration for, the Company shall continue to have execution of this Indenture and the right to cause a Remarketing issue of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Securities expressly waived and released.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph If (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall pay and discharge or provide, in a manner satisfactory to the Authority, for the payment and discharge of the whole amount of the principal of, premium, if any, and interest on the Loan, and shall pay or cause to be paid all other sums payable hereunder, or shall make arrangements satisfactory to the Authority for such payment and discharge, (b) provision shall have deposited, been made for the satisfaction and discharge of the Indenture as provided for in Article VII therein and (c) the Company shall (i) have paid or caused to be depositedpaid all other sums then accrued and unpaid under this Loan Agreement and the Indenture and (ii) not be in default of any covenant which has resulted, irrevocably or with the Trusteepassage of time or the giving of notice, or both, gives rise to a reasonable likelihood of resulting, in the invalidity of the Bonds or the inclusion of interest on any Bond in the gross income of the owner thereof for purposes of federal income taxation under the terms of an escrow trust agreement satisfactory Code, then and in that case all property, rights, and interest hereby conveyed or assigned or pledged shall revert to the TrusteeCompany, as trust funds in trust for and the purpose estate, right, title and interest of making the following paymentsAuthority therein shall thereupon cease, specifically pledged as security for terminate and dedicated solely become void; and, except to the benefit extent necessary to assure the maintenance of the Holders exclusion of interest on the Bonds from gross income of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no owners thereof for federal income tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficientpurposes, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Bond Counsel acceptable to the TrusteeAuthority, this Loan Agreement, and the rights hereby granted, shall cease, determine and be discharged and the Authority in such case on demand of the Company and at the Company’s cost and expense, shall execute and deliver to the Company a proper instrument or proper instruments acknowledging the satisfaction and termination of this Loan Agreement and shall convey, assign and transfer or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered, to pay the Company, all property, including money, then held by the Authority, other than moneys held in the Rebate Fund or deposited with the Trustee for the payment of the principal of and premium, if any, or interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bonds.

Defeasance. The Company (a) Subject to Sections 14.1(b) and 14.2, the Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the Collateral Documents (a "LEGAL DEFEASANCE") or (ii) any of its covenants, other than its obligation to make payments on the Bonds pursuant to Section 2.10 and 5.1 (a "COVENANT DEFEASANCE"). With respect to any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Bonds, shall be deemed unaffected thereby. The Issuer may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may not be accelerated due to have been discharged from its an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations with respect terminated by the Issuer, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Issuer any and all of the outstanding Debentures on Trustee's interest in the date of Collateral, the deposit referred right, title and interest in and to in subparagraph (A) hereofany and all rights conveyed, and assigned or pledged to the provisions of Trustee or otherwise subject to this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused amounts required to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered paid to the Trustee an Officers' Certificate under this Indenture for payment of the Bonds, and an Opinion of Counsel (z) shall turn over to the effect Issuer or to any such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to Northeast Generation Company Indenture -------------------------------------- comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth hereinabove, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or Section or to any other provision herein or in any other document. (1b) the Company has received from, or there has been published byNotwithstanding Section 14.1(a) above, the Internal Revenue Service a ruling (which ruling obligations of the Issuer pursuant to Sections 2.8, 2.9, Section 2.10 and 9.5 shall be satisfactory to survive until the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has Bonds have been a change paid in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm thatfull. Thereafter, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors obligations of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit Issuer pursuant to Section 9.5 shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)survive.

Defeasance. The Company (a) If, when the Bonds or any portion thereof secured hereby shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Trustee, the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be deemed to have been discharged from its obligations with respect to all paid or (1) cash or (2) Government Obligations which are noncallable by the issuer thereof, the principal of and the outstanding Debentures interest on which when due, without reinvestment, or (3) a combination of sufficient cash and such Governmental Obligations, will provide sufficient moneys, shall be held by the date of the deposit referred to in subparagraph Trustee (Aor any Paying Agent) hereof, and for such purpose under the provisions of this Indenture, as it relates to and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other sums payable hereunder by the Authority, then and in that case such outstanding Debentures, Bonds shall no longer be deemed to be outstanding under this Indenture, and in effect (the event the foregoing shall apply to all Bonds secured hereby, the right, title and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that shall thereupon cease, determine and become void. Upon any such termination of the following conditions Trustee’s title, on demand of the Authority, the Trustee shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof, and in the Operation Fund created by Section 3.04 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee (or any Paying Agent) as hereinabove provided, in addition to the requirements set forth in Article IV of this Indenture, the Trustee shall, within thirty (30) days after such obligations have been satisfied: (A) deposited with it, cause a notice signed by the Company shall have deposited, or caused Trustee to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory mailed to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date owners of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Bonds setting forth (1) the Company has received fromdate designated for the redemption of such Bonds, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors description of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated obligations so held by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).it,

Defeasance. The Company (a) If the State shall pay or cause to be paid the principal or Redemption Price of and interest on all of the Certificates and all amounts due and owing to the Seller and the Trustee, then the pledge of the Trust Estate and all other rights granted hereby to the Trustee for the benefit of the Certificate Holders shall be discharged and satisfied. In such event, upon the request of the State, the Trustee shall execute and deliver to the State all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee, without any request required, shall pay or deliver all moneys, securities, and funds held by it pursuant to this Trust Agreement that are not required for the payment or redemption of Certificates not theretofore surrendered for such payment or redemption to the State or to such officer, board or body as may then be entitled by law to receive the same. (b) A Certificate shall be deemed to have been discharged from its obligations paid within the meaning of and with respect to all the effect expressed in this Section if (i) sufficient money for the payment of the outstanding Debentures principal or Redemption Price of and interest on such Certificate shall then be held by Trustee (through deposit by the State of moneys for such payment or otherwise, regardless of the source of such moneys), whether at or prior to the maturity or the redemption date of such Certificate, or (ii) if the maturity or redemption date of such Certificate shall not then have arrived, provision shall have been made for the payment of the principal or Redemption Price of and interest on such Certificate on the date due dates for such payments by deposit with the Trustee (or other method satisfactory to the Trustee) of Government Obligations, the deposit referred to in subparagraph (A) hereof, principal of and the provisions of this Indentureinterest on which when due, as it relates to together with any uninvested cash, will provide sufficient moneys for such outstanding Debentures, shall no longer be in effect (payment and the TrusteeTrustee shall have given notice, at the expense of the CompanyState, shallby first class mail, upon postage prepaid, to all Certificate Holders at their addresses as they appear on the request of the Company, execute proper instruments supplied to it registration books maintained by the Company acknowledging Trustee, that such moneys are so available for such payment; provided, however, that if any such Certificate is to be redeemed prior to the same)maturity thereof, except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions provision shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust made for the purpose giving of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date notice of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)redemption.

Defeasance. The Company shall be deemed to have been fully paid, satisfied and discharged from its obligations with respect to all of the outstanding Debentures on or all the date outstanding Debentures of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (any series or issue and the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute and deliver proper instruments supplied to it by the Company acknowledging the same)full payment, except satisfaction and discharge of such Debentures, when, with respect to all outstanding Debentures or all the outstanding Debentures of any series or issue issued hereunder, as tothe case may be, either: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, has deposited or caused to be deposited, irrevocably deposited with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of moneypurpose, an amount in cashsufficient to pay, sufficientsatisfy and discharge the entire amount of principal, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered premium (if any) and accrued and unpaid interest to the Trusteematurity date or any repayment date, as the case may be, of all the outstanding Debentures or all the outstanding Debentures of such series or issue; or (b) the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose, such amount of direct obligations of, or obligations the principal, premium (if any) and interest of which are guaranteed by, the Government of Canada or of the United States of America as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay principal and discharge the entire amount of principal, premium (if any) and accrued and unpaid interest on to the maturity date or any repayment date, as the case may be, of all the outstanding Debentures on or all the dates outstanding Debentures of such payments series or issue; and in either event: (c) the Company has paid or caused to be paid all other sums payable with respect to all the outstanding Debentures or all the outstanding Debentures of principal such series or interest are due and payableissue; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have has delivered to the Trustee an Officers' ’ Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all the outstanding Debentures or all the outstanding Debentures of such series or issue have been complied with; and (e) except in respect of taxes arising with respect to deposited funds or other provision for payment in respect of the Debentures or Debentures of such series or issue as hereinbefore provided, for the payment of which the Company has deposited funds with the Trustee as trust funds in trust for such purpose, the Trustee shall have received an Opinion opinion of Counsel national recognized counsel to the effect that (1) the Company has received from, holders of Debentures or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), such series or (2) since the date issue of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Debentures will not recognize income, gain or loss for federal income tax purposes be subject to any additional taxes as a result of such deposit, the exercise by the Company of the defeasance option provided in this Section 7.05 and discharge and that they will be subject to federal taxes, if any, including those in respect of income tax (including taxable capital gain), on the same amount and amount, in the same manner and at the same time or times as would have been the case if such deposit, defeasance and discharge option had not occurred; (E) been exercised. Any deposits with the Company Trustee referred to in this Section shall have delivered be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee an Officers' Certificate stating that Trustee, acting reasonably, and which provides for the deposit was not made by due and punctual payment of the Company principal, premium, if any, and accrued and unpaid interest of all the outstanding Debentures or all the outstanding Debentures of such series. Upon the satisfaction of the conditions set forth in this Section with respect to all the outstanding Debentures or all the outstanding Debentures of such series or issue, the terms and conditions of all the outstanding Debentures or all the outstanding Debentures of such series or issue, including the terms and conditions with respect thereto set forth in this Trust Indenture, shall no longer be binding upon or applicable to the Company. Any funds or obligations deposited with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit Trustee pursuant to this Section shall not result be denominated in the trust arising from such deposit constituting an "investment company" (as defined currency in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of which the Debentures so long as the amounts described above are expected deemed to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e.fully paid, 180 days following the Remarketing Date)satisfied and discharged are denominated.

Defeasance. The Company (a) If, when the Bonds or any portion thereof secured hereby shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Trustee, the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be deemed to have been discharged from its obligations with respect to all paid or (1) cash or (2) Government Obligations which are noncallable by the issuer thereof, the principal of and the outstanding Debentures interest on which when due, without reinvestment, or (3) a combination of sufficient money and such Governmental Obligations, will provide sufficient moneys, shall be held by the date of the deposit referred to in subparagraph Trustee (Aor any Paying Agent) hereof, and for such purpose under the provisions of this Indenture, as it relates to and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other sums payable hereunder by the Authority, then and in that case such outstanding Debentures, Bonds shall no longer be deemed to be outstanding under this Indenture, and in effect (the event the foregoing shall apply to all Bonds secured hereby, the right, title and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that shall thereupon cease, determine and become void. Upon any such termination of the following conditions Trustee’s title, on demand of the Authority, the Trustee shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof, and in the Operation Fund created by Section 3.05 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee (or any Paying Agent) as hereinabove provided, in addition to the requirements set forth in Article IV of this Indenture, the Trustee shall, within thirty (30) days after such obligations have been satisfied: (A) deposited with it, cause a notice signed by the Company shall have deposited, or caused Trustee to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory mailed to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date owners of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Bonds setting forth (1) the Company has received fromdate designated for the redemption of such Bonds, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors description of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated obligations so held by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).it,

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of After the outstanding Debentures on the date of 123rd day following the deposit referred to in subparagraph clause (Aa) hereofbelow, the Issuer’s obligations under the Notes and the provisions of this Indenture, as it relates to such outstanding Debenturesand each Guarantor’s obligations under its Note Guarantee, shall no longer be in effect will terminate (except the obligations of the Issuer and the TrusteeGuarantors in Article 2 and Sections 4.01, at the expense of the Company4.02, shall7.06, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i8.05 and 8.06 which expressly survive such termination) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, The Issuer has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesHolders, cash in U.S. dollars and/or Eligible Instruments (including money or U.S. Government Obligations) which through the payment of interest and principal in respect thereofObligations or a combination thereof sufficient, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficientreinvestment, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountants U.S. Government Obligations, expressed in a written certification thereof certificate delivered to the Trustee, to pay principal of and interest on all the Debentures on Notes to maturity or redemption, as the dates such payments of principal or interest are due and payable;case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee. (Bb) no No Default or Event of Default with respect to the Debentures shall have has occurred and be is continuing on the date of such the deposit or occurs at any time during the 123-day period following the deposit;. ​ (Cc) such The deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the this Indenture or any other material indenture, agreement or other instrument binding upon to which the Company Issuer is a party or its subsidiaries or any of their properties or assets;by which it is bound. (Dd) the Company shall have The Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Trustee (i) either (x) a ruling received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, the defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case if such or (y) an Opinion of Counsel, based on a change in law after the date of this Indenture, to the same effect as the ruling described in subparagraph (x) of this clause (d)(i), and (ii) an Opinion of Counsel to the effect that after the passage of 123 days following the deposit, defeasance the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and discharge had not occurred;Creditor Law. (Ee) If the Company shall have Notes are listed on a national securities exchange, the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted. (f) The Issuer has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance Prior to the end of the Debentures123-day period, none of the Issuer’s obligations under this Indenture will be discharged. Thereafter, the Company shall continue to have Trustee upon request will acknowledge in writing the right to cause a Remarketing discharge of the Debentures so long as Issuer’s obligations under the amounts described above are expected to be on deposit in Notes and this Indenture except for the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)surviving obligations specified above.

Defeasance. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company shall Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of the outstanding Debentures Outstanding Series (each, a "DEFEASED SERIES") on the date of the deposit referred applicable conditions set forth in subsection 11.04(c) are satisfied (a "DEFEASANCE"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Notes of the Defeased Series to receive, solely from the trust funds described provided for in subparagraph (A) hereofsubsection 11.04(c), payments in respect of the interest on and principal of or interest on the outstanding Debentures on the date such Notes when such payments are due; and (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Indenture Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeIndenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Issuer) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its first exercise of Default its right pursuant to this Section with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "TAX OPINION" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax law, in either case Trust being required to register as an "investment company" within the effect that, and based thereon such Opinion meaning of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act; (Eiv) the Company Issuer shall have delivered to the Indenture Trustee an Officers' Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit was not made by and termination of obligations will not, based on the Company facts known to such officer at the time of such certification, then cause an Amortization Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting occurrence of an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderAmortization Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Indenture Trustee.

Defeasance. The If the Company shall pay and discharge the entire indebtedness on all bonds outstanding hereunder in any one or more of the following ways, to wit: A. By well and truly paying or causing to be paid the principal of (including redemption premium, if any) and interest on bonds outstanding hereunder, as and when the same become due and payable; B. By depositing with the Trustee, in trust, at or before maturity, cash sufficient to pay or redeem the bonds out- standing hereunder, with irrevocable directions so to apply the same (subject to the provisions of Section 5.04), pro- vided, however, that in case of redemption the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and/or C. By delivering to the Trustee, for cancellation by it, all the bonds outstanding hereunder, together with all unpaid coupons thereto belonging; and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company (except in respect of any refund or reimbursement of taxes, assessments or other governmen- tal charges as to bonds of any series, for which the holders of bonds shall look only to the Company), then and in that case this Indenture and the lien, rights and interests hereby granted shall cease, determine, and become null and void, and thereupon the Trustee shall, upon demand of the Company, forthwith execute and deliver appropriate instruments of satisfaction and discharge of this Indenture at the cost and charge of the Company, and forth- with the estate, right, title and interest of the Trustee in and to any cash (except cash deposited for the benefit of the holders of particular bonds or coupons) and other personal property held by it under this Indenture shall thereupon cease, determine, and become null and void, and the Trustee shall in such case trans- fer, deliver and pay the same to or upon the written order of the Company. In any such case the Company shall furnish to the Trustee a certificate of the Company and an opinion of counsel as to com- pliance with conditions precedent. Any bonds previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever and which it shall at any time surrender to the Trustee for cancell- tion, together with any coupons thereto appertaining, shall upon the surrender and cancellation of such bonds and coupons be deemed to have been discharged from its obligations with respect to be paid and retired. Upon the satisfaction and discharge of this Indenture all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, and moneys then held by any paying agent under the provisions of this IndentureIndenture shall, upon demand of the Company, be repaid to it and thereupon such paying agent shall be released from all further liability with respect to such moneys. At the expiration of six years following the due date of coupons or the maturity date of bonds (original or accelerated by redemption or otherwise) the trust established by the terms of this Indenture on moneys deposited for the payment of interest on or of principal (and premium if any) of the bonds, as it relates to such outstanding Debenturesthe case may be, shall no longer automatically cease and terminate and any moneys deposited for such purposes then remaining on deposit with the Trustee unclaimed by the holders entitled thereto may be in effect (repaid by the Trustee to the Company and shall be repaid to the Company by the Trustee on written demand made after such date; and the holder of any of the bonds or coupons entitled to receive such moneys shall thereafter look only to the Company for he payment thereof; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Company, shall, upon the request Company cause to be published once a week for two successive weeks (in each case on any day of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (iweek) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, authorized newspaper in the opinion Borough of Manhattan, The City of New York, a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel notice to the effect that (1) said moneys have not been applied to the Company purpose for which they were deposited, that said trust has received fromterminated and that after a date named therein, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since not less than ten days after the date of execution first publication of this First Supplemental Indenturesaid notice, there has been a change any unclaimed balance of said moneys then remaining in the applicable federal income tax law, in either case hands of the Trustee will be returned to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the outstanding Debentures Company on the date of the deposit referred to in subparagraph this Note and (Ab) hereof, certain restrictive covenants and the provisions related defaults and Events of this Indenture, as it relates Default applicable to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shallin each case, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made compliance by the Company with certain conditions set forth in the intent Indenture, which provisions apply to this Note. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Security of preferring ProLogis, L.P. and hereby does irrevocably constitute and appoint transfer said Security on the Holders over any other creditors books of the within-named Company or with full power of substitution in the premises. Dated: _______________________ NOTICE: The signature to this assignment must correspond with the intent of defeating, hindering, delaying or defrauding any other creditors name as it appears on the first page of the Company; (Fwithin Security in every particular, without alteration or enlargement or any change whatever. The undersigned hereby irrevocably request(s) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (Gand instruct(s) the Company shall have delivered to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount Outstanding to be repaid, together with unpaid interest to the Trustee an Officers' Certificate and an Opinion of CounselRepayment Date, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance undersigned, at (Please print or typewrite name and address of the Debenturesundersigned) If less than the entire principal amount Outstanding of the within Note is to be repaid, specify the portion thereof (which shall be increments of U.S. $1,000 original principal amount (or if the Specified Currency is other than U.S. dollars, the Company shall continue minimum Authorized Denomination specified on the face hereof)) which the holder elects to have repaid:___________; and specify the right to cause a Remarketing denomination or denominations (which shall not be less than the minimum authorized denomination) of the Debentures so long as the amounts described above are expected Notes to be on deposit issued to the holder for the portion of the within Note not being repaid (in the escrow trust account absence of any such specification, one such Note will be issued for the portion not being repaid): ________________ Dated: ____________________ NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)within instrument in every particular without alteration or enlargement. * Applies only if this Note is a Registered Global Security.

Defeasance. The Company shall be deemed (a) Notwithstanding anything to have been discharged from its obligations with respect to all the contrary contained in the Note, this Deed of Trust or the other Loan Documents, at any time after the second (2nd) anniversary of the outstanding Debentures on date that is the date "startup day," within the meaning of Section 860G(a)(9) of the deposit referred Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"), of a "real estate mortgage investment conduit" ("REMIC") within the meaning of Section 860D of the Code, that holds the Note and this Deed of Trust and provided (unless Beneficiary shall otherwise consent, in subparagraph (Aits sole discretion) hereofno default or Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Grantor shall have the right to obtain the release of the Property from the lien of this Deed of Trust and the provisions other Loan Documents (the "Defeasance") upon the satisfaction of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense each of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing conditions precedent: (i1) not less than thirty (30) days' prior written notice to the Beneficiary specifying a regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; (2) the rights remittance to the Beneficiary on the related Defeasance Election Date of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest accrued and unpaid on the outstanding Debentures principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under the date such payments are due; andNote, this Deed of Trust and the other Loan Documents; (ii3) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably irrevocable deposit with the Trustee, under the terms Beneficiary of an escrow trust agreement satisfactory to amount (the Trustee, as trust funds in trust for the purpose "Defeasance Deposit") of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) Securities (hereinafter defined), which through the scheduled payment of principal and interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneypayment, cash in an amount in cashsufficient, sufficientwithout reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the TrusteeBeneficiary, to pay principal of and interest discharge the Scheduled Defeasance Payments (hereinafter defined); (4) the delivery on all or prior to the Debentures Defeasance Election Date to the Beneficiary of: (A) a security agreement, in form and substance satisfactory to the Beneficiary, creating a first priority lien on the dates such payments Defeasance Deposit (the "Defeasance Security Agreement"), which Defeasance Security Agreement shall be included within the definition of principal or interest are due "Deed of Trust" for purposes of each Loan Document from and payableafter the date of its execution; (B) no Default or Event a release of Default with respect to the Debentures shall have occurred Property from this Deed of Trust, the Assignment and be continuing on any UCC Financing Statements relating thereto (for execution by the date Beneficiary) in a form appropriate for cancellation of such depositdocuments in the jurisdiction in which the Property is located and termination of the Cash Management Agreement; (C) certificate of an authorized representative of Grantor certifying that the requirements set forth in this subparagraph (a) have been satisfied; (D) an opinion of counsel for Grantor in form and substance satisfactory to the Beneficiary to the effect that the Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the servicer at Grantor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction will not fail to maintain its status as a REMIC as a result of such deposit and Defeasance; (F) evidence in writing from the related intended consequences applicable Rating Agencies to the effect that the collateral substitution will not result in a breach downgrading, withdrawal or violation of, or constitute a default or event qualification of default under, the Indenture or respective ratings in effect immediately prior to such Defeasance for any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change securities issued in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company connection with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderSecondary Market Transaction which are then outstanding; and (G) such other certificates, documents or instruments as Beneficiary may reasonably request; (5) the Company shall have delivered payment by Grantor to Beneficiary of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the release of the Property from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, without limitation, Beneficiary's determination of whether Grantor has satisfied all of the related conditions and requirements set forth in this Section 1.35. (6) contemporaneous Defeasance election being undertaken and completed relative to the Trustee an Officers' Certificate Olympia Property and an Opinion of Counsel, each stating that all conditions precedent relating pursuant to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance terms of the DebenturesOlympia Deed of Trust. (b) Upon compliance with the requirements of subparagraph (a) above, the Company Property shall be released from the lien of this Deed of Trust, the Assignment and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Property shall no longer be applicable and the Defeasance Deposit shall be the sole source of collateral securing the Note. Beneficiary shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments (the "Scheduled Defeasance Payments") due on all successive Payment Dates under the Note after the Defeasance Election Date including the payment due on the Maturity Date (as defined in the Note). Grantor, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the obligations of Grantor under the Note. In connection with such release, if Grantor shall continue to have own any assets other than the right Defeasance Deposit, Grantor shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to cause Beneficiary (the "Successor Trustor"), with respect to which a Remarketing nonconsolidation opinion satisfactory in form and substance to Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the Debentures so long indebtedness secured hereby) in which case Grantor shall transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Grantor under the Note and the Defeasance Security Agreement, and Grantor shall be relieved of its obligations hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Successor Trustor as consideration for assuming such Grantor obligations. (c) As used herein, the amounts described above term "U.S. Government Securities" shall mean securities that are expected to be on deposit in direct obligations of the escrow trust account as United States of such adjusted date America for the full and timely payment of maturity (i.e., 180 days following the Remarketing Date)which its full faith and credit is pledged.

Defeasance. The Company shall be deemed to When the principal or redemption price (as the case may be) of, and interest on, all Bonds issued hereunder have been discharged from its obligations with respect to all paid, or provision has been made for payment of the outstanding Debentures on same and any tender purchase price payable pursuant to Article IV, together with the date compensation and expenses of the deposit referred to in subparagraph (A) hereof, Trustee and the provisions Tender Agent and all other sums payable hereunder by the Issuer, the right, title and interest of this Indenture, as it relates to such outstanding Debentures, the Trustee in the Trust Estate shall no longer be in effect (thereupon cease and the Trustee, at the expense on demand of the CompanyIssuer, shallshall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over, upon and direct the request Tender Agent to turn over, to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by it or the Tender Agent hereunder not required for the payment of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date Bonds and such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunderother sums; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in drawing under the applicable federal income tax law, in either case Letter of Credit for which the Bank has not been fully reimbursed pursuant to the effect thatReimbursement Agreement or any other obligations are then due and owing to the Bank under the Reimbursement Agreement, the Trustee and the Tender Agent shall assign and turn over to the Bank, 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 Financing Agreement and any other property comprising the Trust Estate. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Tender Agent, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to thereupon the Trustee an Officers' Certificate stating that shall take similar action for the deposit was not made by the Company release of this Indenture with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) respect to such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bonds.

Defeasance. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company shall Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "DEFEASED SERIES") on the date of the deposit referred applicable conditions set forth in subsection 11.04(c) are satisfied (a "DEFEASANCE"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Notes of the Defeased Series to receive, solely from the trust funds described provided for in subparagraph (A) hereofsubsection 11.04(c), payments in respect of the interest on and principal of or interest on the outstanding Debentures on the date such Notes when such payments are due; and (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Indenture Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeIndenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal of and interest payments on all the Debentures outstanding Notes of each Defeased Series on the dates scheduled for such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit in this Indenture and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental applicable Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. The Company SECTION 11.01. If and when the principal of, and the premium, if any, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall be deemed to have been discharged from its obligations with respect to all well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the outstanding Debentures on Company, accompanied by the date Officers' Certificate and Opinion of Counsel required by Section 14.03, and upon proof being given to the reasonable satisfaction of the deposit referred Trustee that all the Securities have been paid or satisfied and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in subparagraph (A) hereof, and relation thereto or in carrying out the provisions of this Indenture, the Trustee shall cancel this Indenture and execute and deliver to the company such instruments as it relates shall be requisite to evidence the satisfaction hereof. SECTION 11.02. If, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such outstanding Debenturesamount of direct obligations of the United States of America as will or will together with the income thereon without consideration of any reinvestment thereof be sufficient to pay, all sums due for principal of, premium, if any, and interest on the Securities of a particular series, as they shall no longer become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture in relation thereto, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer, substitution and exchange of Securities of such series, (ii) rights of holders to receive payments of principal of, premium, if any, and interest on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Securityholders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, and (iii) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding), and the Trustee, at on the expense of the Company, shall, upon the written request of the Company, execute proper instruments supplied to it accompanied by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and Opinion of Counsel required by Section 14.03, and an Opinion of Counsel to the effect that (1) holders of the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date Securities of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's action under this Section 11.02 and will be subject to federal Federal income tax on in the same amount and amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge action had not occurred; (E) been taken, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series. The Trustee shall apply the moneys so deposited solely to the payment to the holders of the Securities of such series of all sums due thereon for principal, premium, if any, and interest, and the Trustee shall have delivered no claim for itself, for fees, expenses or otherwise, to such moneys so deposited. Money and securities held in trust pursuant to this Section 11.02 shall not be subject to Article Fifteen. SECTION 11.03. Neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree in writing with the Company to pay thereon. Any moneys so deposited for the payment of the principal of, premium, if any, or interest on the Securities of any series and remaining unclaimed for two years after the date of the Maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease. Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee an Officers' Certificate stating that or such other paying agent in trust for the deposit was respective holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not made be segregated from other funds except to the extent required by law. ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES SECTION 12.01. No recourse shall be had for the Company with paying of the intent principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of preferring the Holders over indebtedness represented thereby, or upon any other creditors obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or with of any successor corporation, either directly or through the intent Company or any successor corporation, whether by virtue of defeatingany constitutional provision, hinderingstatute or rule of law, delaying or defrauding by the enforcement of any other creditors assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act or of 1940any successor corporation, as amended (the "Investment Company Act")), either directly or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) through the Company shall have delivered or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or to the Trustee an Officers' Certificate be implied herefrom or therefrom, and an Opinion of Counsel, each stating that all conditions precedent relating to liability, if any, of that character against every such incorporator, stockholder, officer, director and employee is, by the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance acceptance of the DebenturesSecurities and as a condition of, and as part of the consideration for, the Company shall continue to have execution of this Indenture and the right to cause a Remarketing issue of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Securities expressly waived and released.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: The Company shall Seller may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of outstanding Series (the outstanding Debentures "Defeased Series") on the date of the deposit referred applicable conditions set forth in subsection 12.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofsubsection 12.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (ii) the Sellers' obligations with respect to such 92 Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section 12.04. Subject to subsection 12.04(c), the Sellers at their option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. The following shall be the conditions to Defeasance under subsection 12.04(a): the Sellers irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeTrustee (such deposit to be made from other than the Sellers' or any Affiliate of the Sellers' funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashamount, sufficientor (C) a combination thereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal of and interest payments on all outstanding Investor Certificates of the Debentures Defeased Series on the dates scheduled for such payments of principal or interest are due in this Agreement and payable; (B) no Default or Event of Default the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Debentures shall have occurred and be continuing on the date of such depositDefeased Series; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. The Company shall have the right (the “Defeasance Option”) to be deemed to have been discharged released from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, and the provisions terms of this Indenture, as it relates Indenture relating to such outstanding Debentures, shall no longer be the Outstanding Notes of a Series specified in effect (and a Company Order to the Trustee, and upon receipt of such Company Order the Trustee shall, at the request and expense of the Company, shall, upon execute and deliver to the request Company such deeds and other instruments as shall be necessary to release the Company from the terms of this Indenture relating to the Notes of the CompanySeries specified in such Company Order, execute proper instruments supplied subject to it by the Company acknowledging the same), except as tofollowing: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D1) the Company shall have delivered to the Trustee an Officers' Certificate evidence that the Company has (a) deposited sufficient funds for payment of all principal, interest and an Opinion premium, if any, and other amounts due or to become due on the Notes of Counsel such Series to the effect Stated Maturity thereof; (b) deposited funds or made provision for the payment of all remuneration and expenses of the Trustee as provided for hereunder to carry out its duties under this Indenture in respect of the Notes of such Series; and (c) deposited funds or made other provision for payment of taxes arising with respect to the Notes of such Series in each case irrevocably, pursuant to the terms of a trust agreement in form and substance satisfactory to the Company and the Trustee, provided that any such taxes are solely a result of the Company exercising the Defeasance Option; (12) no Event of Default shall result from the Company's exercise of the Defeasance Option; (3) the Company has received fromshall not be an “insolvent person” or “bankrupt”, or there has been published by, each within the Internal Revenue Service a ruling meaning of the Bankruptcy and Insolvency Act (which ruling shall be satisfactory to the TrusteeCanada), or (2) since on the date of execution such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this First Supplemental Indenture, there has been condition shall not be deemed satisfied until the expiration of such period); (4) the Company shall have delivered to the Trustee either (i) an opinion of Counsel in Canada or (ii) a change in ruling from the applicable federal income tax lawCanada Revenue Agency, in either each case to the effect that, and based thereon such Opinion of Counsel shall confirm that, confirming that the Holders will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax (including withholding tax) purposes as a result of such deposit, defeasance and discharge and will be subject to Canadian federal and provincial income tax and other tax (including withholding tax) on the same amount and amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E5) the Company shall have delivered to the Trustee an Officers' Officer's Certificate stating that the deposit referred to in Section 9.3(1) was not made by the Company with the 5799176 v10 intent of preferring the Holders Noteholders over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderothers; and (G6) the Company shall have delivered to the Trustee an Officers' Officer's Certificate and an Opinion opinion of Counsel, each Counsel stating that all conditions precedent provided for or relating to the defeasance contemplated by this Section 2.12 exercise of such Defeasance Option have been complied with. The Company shall be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Company and the Trustee (each acting reasonably), solely for the benefit of the Noteholders, money or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada or an agency or instrumentality of Canada or a province of Canada whose securities are rated at least AA(low) or AA- by DBRS or S&P, respectively, or their successors, or Authorized Investments, as directed by the Company, which will be sufficient, in the opinion of a firm of independent chartered accountants (which may include the Company's auditors) or an investment dealer acting reasonably and acceptable to the Company and the Trustee, to provide for payment in full of the Notes and all other amounts from time to time due and owing under this Indenture which pertain to the Notes. The Trustee shall hold in trust all money or Securities deposited with it pursuant to this Section 9.3 and shall apply the deposited money and the money derived from such Securities in accordance with this Indenture to the payment of principal, interest and premium on the Notes and, as applicable, other amounts. Notwithstanding the provisions of this Section 9.3, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any funds held by it as provided in this Section 9.3 which, in the opinion of a firm of independent chartered accountants (which may include the Company's auditors) expressed in a written certification delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance of the Debenturesapplicable Notes or Series of Notes. If the Trustee is unable to apply any money or Securities in accordance with this Section 9.3 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no money or Securities had been deposited pursuant to this Section 9.3 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.3, provided that if the Company has made any payment in respect of principal, interest or premium, if any, on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall continue be subrogated to have the right to cause a Remarketing rights of the Debentures so long as Noteholders to receive such payment from the amounts described above are expected to be on deposit in money or Securities held by the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).Trustee. 5799176 v10

Defeasance. The Except as provided ---------- below, the Company shall will be deemed to have been paid and will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, Securities and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities (and the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the -------- following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities, cash in U.S. dollars and/or Eligible Instruments (including for payment of the Payment Amount, money or U.S. Government ObligationsObligations (as defined below) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal of and interest on all discharge the Debentures Payment Amount on the dates such payments of principal or interest are due and payableoutstanding Securities on the Maturity Date (irrevocably provided for under arrangements satisfactory to the Trustee); (B) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (C) no Default or Event of Default with respect to the Debentures Securities shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 8.5 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the Uniform Commercial Code, as in effect in each applicable jurisdiction (the "UCC"); and (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 8.5 of the Securities have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. Section 5.1. Applicability of Article V of the Indenture. (a) The Company Senior Subordinated Notes shall be deemed subject to have been discharged from its obligations with respect to all Defeasance and Covenant Defeasance as provided in Article V of the outstanding Debentures on Indenture; provided, however, that in addition to the date conditions set forth in Section 5.04 of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, no Defeasance or Covenant Defeasance shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as toeffective unless: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably deposited with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trusteein trust, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders holders of the DebenturesSenior Subordinated Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and/or Eligible Instruments (including U.S. and non-callable Government Obligations) which through the payment of interest and principal in respect thereofSecurities, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability amounts as will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay the principal of of, or interest and interest on all the Debentures premium, if any, on the dates such payments of principal outstanding Senior Subordinated Notes on the stated maturity or interest on the applicable redemption date, as the case may be, and the Company shall have specified whether the Senior Subordinated Notes are due and payablebeing defeased to maturity or to a particular redemption date; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (Cii) such deposit and the related intended consequences will Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default or event of default under, any material agreement or instrument (other than the Indenture or any other material indenture, agreement or other instrument binding upon but only with respect to the Senior Subordinated Notes) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of their properties or assetsits Subsidiaries is bound; (Diii) no Default or Event of Default has occurred and is continuing on the date of deposit of moneys, Government Securities, or a combination thereof for the purpose of Defeasance and Covenant Defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), and no Default or Event of Default described under clause (h) or (i) of Section 4.1 hereof with respect to the Company shall have occurred and be continuing at any time on or prior to the 124th calendar day following the date of such deposit; (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Officer's Certificate stating that such deposit of moneys, Government Securities, or a combination thereof for the deposit purpose of Defeasance and Covenant Defeasance was not made by the Company with the intent of preferring the Holders of the Senior Subordinated Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderothers; and (Gv) in addition to the provisions of Sections 5.04(b) and (c) of the Indenture, (A) the Company Opinions of Counsel referred to Sections 5.04(b) and (c) of the Indenture shall have delivered be reasonably acceptable to the Trustee an Officers' Certificate and an (B) the Opinion of CounselCounsel referred to in Section 5.04(b) of the Indenture shall also confirm that Holders of the Outstanding Senior Subordinated Notes will not recognize income for federal income tax purposes as a result of the deposit, each stating that all conditions precedent relating Defeasance and discharge to be effected with respect to such Outstanding Senior Subordinated Notes. (b) With respect to the defeasance contemplated by this Senior Subordinated Notes, Section 2.12 have been complied with. Notwithstanding a defeasance 5.03 of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long Indenture is hereby amended and restated in its entirety as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).follows:

Defeasance. The Company (a) If, when the 2023 Bonds or any portion thereof secured hereby shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such 2023 Bonds for redemption shall have been given by the Authority to the Trustee, the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of such 2023 Bonds then outstanding shall be deemed to have been discharged from its obligations with respect to all paid or (1) cash or (2) Government Obligations which are noncallable by the issuer thereof, the principal of and the outstanding Debentures interest on which when due, without reinvestment, will provide sufficient moneys, shall be held by the date of the deposit referred to in subparagraph Trustee (Aor any Paying Agent) hereof, and for such purpose under the provisions of this Indenture, as it relates to and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other sums payable hereunder by the Authority, then and in that case such outstanding Debentures, 2023 Bonds shall no longer be deemed to be outstanding under this Indenture, and in effect (the event the foregoing shall apply to all 2023 Bonds secured hereby, the right, title and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company thereupon cease, determine and become void. The Trustee shall have deposited, or caused be entitled to be deposited, irrevocably with the Trustee, under the terms receive a verification report of an escrow trust agreement satisfactory to the Trusteeindependent certified public accountant, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal verification agent or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel similar expert to the effect that such securities and/or cash, together with the earnings thereon, will be sufficient to pay interest and principal (1and applicable premium) on the Company has received from, bonds to redemption or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), maturity or (2) since the date an opinion of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case counsel to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance Upon any such termination of the DebenturesTrustee’s title, on demand of the Authority, the Company Trustee shall continue release this Indenture and shall execute such documents to have evidence such release as may be reasonably required by the right Authority, and shall turn over to cause a Remarketing of the Debentures so long Authority or to such officer, board or body as may then be entitled by law to receive the amounts described above are expected to be on deposit same any surplus in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).Sinking Fund created by Section

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all At any time that Notes of any Series are outstanding, the Trustee will, at the request and expense of the outstanding Debentures on Issuer, execute and deliver to the date of Issuer such instruments necessary to release the deposit referred Issuer, subject to in subparagraph (A) hereofthis Article 9, and from the provisions terms of this Indenture, as it relates Indenture relating to such outstanding DebenturesSeries of Notes, shall no longer be in effect (except those relating to the indemnification and remuneration of the Trustee, at subject to the expense of following: (a) the Company, shall, upon Issuer shall have delivered to the request of Trustee evidence that the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as toIssuer has: (i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on such Series of Notes to the rights Stated Maturity thereof; (ii) deposited funds or made provision for the payment of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments all expenses of the principal Trustee to carry out its duties under this Indenture in respect of or interest on the outstanding Debentures on the date such payments are dueSeries; and (iiiii) deposited funds for the rightspayment of taxes arising with respect to all deposited funds or other provision for payment in respect of such Series, powersin each case irrevocably, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused pursuant to be deposited, irrevocably with the Trustee, under the terms of an escrow a trust agreement in form and substance satisfactory to the Issuer and the Trustee, as trust funds in trust for ; (b) the purpose Trustee shall have received an Opinion of making the following payments, specifically pledged as security for and dedicated solely Counsel to the benefit effect that the Noteholders of such Series will not be subject to any additional taxes as a result of the Holders exercise by the Issuer of the Debenturesdefeasance option provided in this Section 9.5 and that they will be subject to taxes, cash if any, including those in U.S. dollars and/or Eligible Instruments respect of income (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteetaxable capital gain), not later than one day before on the due date of any payment of money, an amount in cash, sufficientsame amount, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to same manner and at the Trustee, to pay principal of and interest on all same time or times as would have been the Debentures on the dates case if such payments of principal or interest are due and payableoption had not been exercised; (Bc) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such depositthe deposit referred to in Section 9.5(a); (Cd) such deposit and the related intended consequences will release does not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon to which the Company Issuer is a party or its subsidiaries or any of their properties or assetsby which the Issuer is bound; (De) the Company Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit referred to in Section 9.5(a) was not made by the Company Issuer with the intent of preferring the Holders holders of such Series of Notes over any the other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderIssuer; and (Gf) the Company Issuer shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the exercise of such defeasance contemplated by this Section 2.12 option have been complied with. Notwithstanding a defeasance The Issuer will be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Issuer and the Trustee (each acting reasonably), solely for the benefit of the Debenturesholders of a particular Series of Notes stated therein, cash or Securities denominated in the currency in which principal is payable constituting direct obligations of the Government of Canada (for Notes denominated in Canadian dollars) or the United States Government (for Notes denominated in U.S. dollars) or an agency or instrumentality of Canada (for Notes denominated in Canadian dollars) or the United States (for Notes denominated in U.S. dollars), which will be sufficient, in the reasonable opinion of a firm of independent chartered accountants or an investment dealer acceptable to the Trustee, acting reasonably, to provide for payment in full of such Series of Notes and all other amounts from time to time due and owing under this Indenture which pertain to such Series. The Trustee will hold in trust all money or Securities deposited with it pursuant to this Section 9.5 and will apply the deposited money and the money from such Securities in accordance with this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts. If the Trustee is unable to apply any money or Securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or other Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company shall continue Issuer’s obligations under this Indenture and the Notes will be revived and reinstated as though no money or Securities had been deposited pursuant to have this Section 9.5 until such time as the right Trustee is permitted to cause a Remarketing apply all such money or Securities in accordance with this Section 9.5, provided that if the Issuer has made any payment in respect of principal, Premium or interest on such Notes or, as applicable, other amounts because of the Debentures so long as reinstatement of its obligations, the amounts described above are expected Issuer will be subrogated to be on deposit in the escrow trust account as rights of the holders of such adjusted date of maturity (i.e., 180 days following Notes to receive such payment from the Remarketing Date)money or Securities held by the Trustee.

Defeasance. The Company shall be deemed When there are in the Debt Service Account sufficient funds, or Government or Equivalent Obligations in such principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem the Notes in full, and when all other amounts due under the Note Documents have been discharged from its obligations with respect to all paid and the rights hereunder and thereunder of the outstanding Debentures on Issuer (including, without limitation, the date Issuer’s and each Issuer Indemnified Person’s rights to the payments of its fees, costs and expenses and any other payments due them in respect of the deposit referred to in subparagraph Unassigned Rights (A) hereofincluding, and the provisions of this Indenturewithout limitation, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following indemnification payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt the Administrative Agent (including, without limitation, its rights to compensation, reimbursement, and indemnification as set forth in Section 701 and the Note Purchase Agreement) and the Noteholders have been provided for, upon written notice from regulation thereunder; and (G) the Company shall have delivered Borrower Representative to the Trustee an Officers' Certificate Issuer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated Administrative Agent (and acknowledged in writing by this Section 2.12 have been complied with. Notwithstanding a defeasance of the DebenturesAdministrative Agent), the Company Administrative Agent and the Noteholders shall continue cease to be entitled to any benefit or security under this Agreement except that the Noteholders shall have the right to cause a Remarketing receive payment of the Debentures so long funds deposited and held for payment and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof (including obligations of the Borrowers under Sections 304 and 1006), the security interests created by this Agreement (except in such funds and investments) shall terminate, and the Issuer and the Administrative Agent shall execute and deliver such instruments as may be necessary to discharge the lien and security interests created hereunder; provided, however, that if any Notes are to be redeemed prior to the maturity thereof, the Borrowers shall have taken all action necessary to redeem such Notes and notice of such redemption shall have been duly given in accordance with this Agreement and the Note Purchase Agreement. Upon such defeasance, the funds and investments required to pay or redeem the Notes in full shall be irrevocably set aside for that purpose, subject, however, to Section 310 hereof, and moneys held for defeasance shall be invested only as provided above in this section. Any funds or property held by the Administrative Agent and not required for payment or redemption of the Notes in full or to pay any other amounts owing under the Note Documents shall, after satisfaction of all the rights of the Issuer and after allowance for any payments required to be made pursuant to Section 304, be distributed to the Borrower Representative upon such indemnification, if any, as the amounts described above are expected to be on deposit in Issuer, any Issuer Indemnified Person, and the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Administrative Agent may reasonably require.

Defeasance. The Company (a) If the Authority shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of all of the Bonds then Outstanding, the principal of and interest on and Redemption Price, if any, to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then and in that event the covenants, agreements and other obligations of the Authority to the Bondowners shall be discharged and satisfied. In such event, the Trustee shall, upon request of the Authority, execute and deliver to the Authority and the Borrower all such instruments as may be reasonably requested by the Authority to evidence such release and discharge. In addition, the Trustee and the Paying Agents shall pay over to or deliver to the Borrower all moneys or securities held by them pursuant to the Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment of any amounts owed to the Trustee or for the payment or redemption. (b) If the Authority shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of the Bonds then Outstanding, the principal of and interest on and Redemption Price, if any, to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then and in that event such Bonds shall cease to be entitled to any lien, benefit or security under this Indenture and the covenants, agreements and other obligations of the Authority to the Owners of such Bonds shall be discharged and satisfied, except for the Authority’s obligations under Section 7.14 hereof and its obligations under Section 8.5, to the extent of any amounts owed to the Trustee. (c) Any Bonds or interest installments for the payment or redemption of which moneys shall then be held by the Trustee or the Paying Agents (through deposit by the Authority of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been discharged from its obligations paid within the meaning and with respect to all of the outstanding Debentures on the date of the deposit referred to effect expressed in subparagraph paragraph (Aa) hereof, and the provisions of this Indenture, as it relates Section 13.1. Any Bonds shall prior to such outstanding Debentures, shall no longer the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in effect paragraph (and the Trustee, at the expense a) of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: this Section 13.1 if (i) in case such Bonds are to be redeemed on any date prior to their maturity, the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions Authority shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory given to the Trustee, in form satisfactory to it, irrevocable instructions to give notice of redemption as trust funds provided in trust for the purpose Article IV of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed this Indenture on such Trustee), not later than one day before the due said date of any payment of moneysuch Bonds, (ii) there shall have been deposited with the Trustee either moneys in an amount in cash, which shall be sufficient, in or Government Obligations the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all which when due will provide moneys which, together with the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default moneys, if any, deposited with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times time, shall be sufficient, as would have been verified by an Accountant’s Certificate to pay when due the principal or Redemption Price, if applicable, of such Bonds and interest due and to become due on such Bonds on and prior to the Principal Payment Date or Dates or redemption date or dates thereof, as the case if may be, and (iii) in the event such depositBonds are not by their terms subject to redemption within the next succeeding sixty (60) days, defeasance and discharge had not occurred; (E) the Company Authority shall have delivered given the Trustee in form satisfactory to it irrevocable instruction to give notice by mail, as soon as practicable, to the Trustee an Officers' Certificate stating Owners of such Bonds that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).required by

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (Ai) hereof, and the Notwithstanding any provisions of this IndentureSection 4 to the contrary, at any time commencing with the sooner of (x) the date which is twenty-five (25) months after the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as it relates amended from time to such outstanding Debenturestime or any successor statute (the "Code"), shall of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds this Note; or (y) the forty-ninth (49th) full calendar month following final disbursement of the Loan proceeds, and provided no longer be in effect (Event of Default has occurred hereunder or under any of the Loan Documents which is not cured within any applicable grace period or cure period, the Borrower may cause the release of the Premises from the lien of the Security Instrument and the Trustee, at other Loan Documents upon the expense satisfaction of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfiedconditions: (A) not less than sixty (60) (but not more than one hundred twenty (120)) days prior written notice shall be given to the Company shall have deposited, or caused Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be deposited, irrevocably with delivered (the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee"Release Date"), not later than one day before the due such date of any payment of money, an amount in cash, sufficient, in the opinion of being on a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableScheduled Payment Date; (B) no Default or Event of Default with respect all accrued and unpaid interest and all other sums due under this Note and under the other Loan Documents up to the Debentures Release Date, including, without limitation, all reasonable fees, costs and expenses incurred by the Lender and its agents in connection with such release (including, without limitation, the review of the materials described in subsection 4(b)(i)(C) below and any related documentation), shall have occurred and be continuing paid in full on or prior to the date of such deposit;Release Date; and (C) the Borrower shall deliver to the Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance that would be satisfactory to a prudent lender, creating a first priority security interest in favor of the Lender in the Defeasance Collateral, as defined herein (the "Defeasance Security Agreement"), which shall provide, among other things, that any excess amounts received by the Lender from the Defeasance Collateral over the amounts payable by the Borrower hereunder shall be refunded to the Borrower promptly after each Scheduled Payment Date; (2) direct, non-callable obligations of the United States of America that provide for payments prior to and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such deposit payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the "Defeasance Collateral"), each of which shall be duly endorsed by the holder thereof as directed by the Lender or accompanied by a written instrument of transfer in form and substance that would be satisfactory to a prudent lender (including, without limitation, such certificates, documents and instruments as may be required by the related intended consequences depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of the Borrower certifying that all of the requirements set forth in this subsection 4(b)(i) have been satisfied; (4) one or more opinions of counsel for the Borrower in form and substance and delivered by counsel that would be satisfactory to a prudent lender stating, among other things, that (i) the Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against the Borrower in accordance with its terms, (ii) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of the defeasance pursuant to this Section 4(b), (iii) a defeasance pursuant to this Section 4(b) will not result in a breach deemed exchange for purposes of the Code and will not adversely effect the status of the Note as indebtedness for federal income tax purposes, (iv) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or violation ofapplicable state law and (v) if required by the applicable Rating Agencies, or constitute a default or event of default under, non-consolidation opinion with respect to the Indenture or any other material indenture, agreement or other instrument binding upon the Company or Successor Borrower (as hereinafter defined) and its subsidiaries or any of their properties or assetsequity owners; (D5) a confirmation in writing from the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Rating Agencies to the effect that the release of the Premises from the lien of the Security Instrument and the substitution of Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the securities issued in connection with the Securitization which are then outstanding; (16) a certificate of Borrower's independent certified public accountant certifying that the Company has received fromDefeasance Collateral will generate monthly amounts equal to or greater than the Monthly Payment Amount; and (7) such other certificates, or there has been published bydocuments and instruments as the Lender may reasonably require. (ii) Upon compliance with the requirements of subsection 4(b)(i), the Internal Revenue Service Premises shall be released from the lien of the Security Instrument and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure this Note and all other obligations under the Loan Documents. In addition, upon such compliance the Lender will promptly, at the Borrower's expense, execute and deliver any agreements reasonably requested by the Borrower to release the lien of the Security Instrument and the other Loan Documents from the Premises. (iii) Upon the release of the Premises in accordance with this Section 4(b), the Borrower shall assign all its obligations and rights under this Note, together with the pledged Defeasance Collateral, to a ruling successor entity designated by the Borrower which shall be a single purpose bankruptcy remote entity which is not directly or indirectly owned by Borrower and which shall be approved by Lender, (which ruling the "Successor Borrower"). Such Successor Borrower shall execute an assignment and assumption agreement in form and substance that would be satisfactory to a prudent lender pursuant to which such Successor Borrower shall assume the TrusteeBorrower's obligations under this Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, the Borrower shall (A) deliver to the Lender one or more opinions of counsel in form and substance and delivered by counsel that would be satisfactory to a prudent lender stating, among other things, that (i) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral, (ii) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of the defeasance pursuant to this Section 4(b), or (2iii) since the date of execution of a defeasance pursuant to this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Section 4(b) will not recognize income, gain or loss result in a deemed exchange for purposes of the Code and will not adversely effect the status of the Note as indebtedness for federal income tax purposes as purposes, (iv) delivery of the Defeasance Collateral and the grant of a result security interest therein to Lender shall not constitute an avoidable preference under Section 547 of such depositthe Bankruptcy Code or applicable state law, defeasance and discharge and will be subject to federal income tax on (v) if required by the same amount and in the same manner and at the same times as would have been the case if such depositapplicable Rating Agencies, defeasance and discharge had not occurred; (E) the Company shall have delivered a non-consolidation opinion with respect to the Trustee an Officers' Certificate stating Successor Borrower and its equity owners and (vi) such assignment and assumption agreement is enforceable against the Borrower and such Successor Borrower in accordance with its terms and that this Note, the deposit was not made Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against such Successor Borrower in accordance with their respective terms, and (B) pay all reasonable fees, costs and expenses incurred by the Company Lender or its agents in connection with such assignment and assumption (including, without limitation, the intent of preferring the Holders over any other creditors review of the Company or with proposed transferee and the intent of defeating, hindering, delaying or defrauding any other creditors preparation of the Company; (F) assignment and assumption agreement and related certificates, documents and instruments). Upon such deposit shall not result in assignment and assumption, the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust Borrower shall be qualified relieved of its obligations hereunder, under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to other Loan Documents and under the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Defeasance Security Agreement.

Defeasance. The Except as provided below, (i) the Company shall will be deemed to have been paid and will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on Securities of any series, (ii) the date Guarantor will be discharged from any and all obligations in respect of the deposit referred to in subparagraph Guarantees and (Aiii) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series and the Guarantees (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash in U.S. dollars and/or Eligible Instruments (including for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (B) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which either or both are bound; (C) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company or the Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge the exercise of the option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) the Company shall have delivered to or the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company's obligations in Sections 2.02 through 2.12, 5.02, 8.07, 8.08 and 9.05 with respect to the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e.series shall survive until such Securities are no longer outstanding. Thereafter, 180 days following only the Remarketing Date)Company's obligations in Sections 8.07 and 9.05 shall survive.

Defeasance. The Company If the Authority shall pay or cause to be deemed paid, or there shall otherwise be paid, to have been discharged from its obligations with respect the Owners of all Assessment Bonds then Outstanding, the principal and interest and Redemption Price to all become due thereon, at the times and in the manner stipulated therein and in this Trust Agreement, then, at the option of the outstanding Debentures on the date of the deposit referred Authority, expressed in an instrument in writing signed by an Authorized Officer and delivered to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense covenants, agreements and other obligations of the CompanyAuthority to the Bondowners shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the CompanyAuthority, execute proper and deliver to the Authority all such instruments supplied as may be desirable to it evidence such discharge and satisfaction and the Fiduciaries shall pay over or deliver to the Authority all money, securities and funds held by them pursuant to this Trust Agreement which are not required for the Company acknowledging payment or redemption of Assessment Bonds not theretofore surrendered for such payment or redemption. If the same)Authority shall pay or cause to be paid, except as to: (i) to the rights Owners of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of any Outstanding Assessment Bonds the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of Redemption Price and interest on all due or to become due thereon, at the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount times and in the same manner stipulated therein and at in this Trust Agreement, such Assessment Bonds shall cease to be entitled to any lien, benefit or security under this Trust Agreement, and all covenants, agreements and obligations of the same times as would have been Authority to the Owners of such Assessment Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Notwithstanding any other provision of this Trust Agreement, the provisions of the following Sections of this Trust Agreement shall survive such cessations, termination, voidance, discharge and satisfaction: Article III and IV; and Sections 509, 701, 702, 709 and 713 (in the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors each of the Company or with the intent of defeatingforegoing Sections, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit survival shall not result continue only until such Assessment Bonds are in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")fact paid), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)705.

Defeasance. The If the Issuer or Company shall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners from time to time of the Bonds, the principal of, premium, if any, and interest due or to become due thereon on the dates and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof and if all other liabilities of the Company under the Loan Agreement shall have been satisfied, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the lien of this Indenture shall be canceled and discharged (except with respect to moneys held by the Trustee or Paying Agent hereunder for the payment of Bonds as aforesaid, and the rights and immunities of the Issuer, the Trustee and the Paying Agent hereunder), and upon written request of the Issuer or the Company, the Trustee shall execute and deliver to the Issuer such instruments in writing as shall be required by the Issuer or the Company to cancel and discharge the lien hereof and thereof, and reconvey, release, assign and deliver unto the Issuer and the Company, respectively, the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture. Notwithstanding anything contained in this Indenture to the contrary, the Trustee and Paying shall comply with the provisions of Section 8.19 hereof in connection with any final payment of all outstanding Bonds hereunder. Any Bond shall be deemed to be paid within the meaning of this Section 10.1 when payment of the principal of, and premium and tender purchase price payments, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption prior to maturity or upon optional or mandatory tender, as provided in this Indenture or otherwise), either (i) shall have been discharged made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust for the benefit of and subject to a security interest in favor of the owner of such Bond, and irrevocably setting aside exclusively for such payment on such due date, (1) moneys sufficient to make such payment, or (2) Government Obligations maturing as to principal and interest in such amounts and on such dates as will (together with any moneys held under clause (1)), in the written opinion to the Trustee from its obligations a firm of certified public accountants not unsatisfactory to the Trustee, provide sufficient moneys without reinvestment to make such payment, and if all necessary and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made and all other liabilities of the outstanding Debentures on Company under the date Loan Agreement shall have been paid or the payment thereof provided for to the satisfaction of the Trustee; provided, however, that (x) such amount on deposit referred to described in subparagraph (1) or (2) above shall be deemed sufficient only if (A) hereofwhile the Bonds bear interest at a Daily Rate, Weekly Rate or Monthly Rate, it provides for payment of interest on the Bonds at the maximum rate of 12% per annum and the Issuer shall have surrendered any power hereunder to thereafter change such maximum rate applicable to such Bonds, or (B) while the Bonds bear interest at a Term Rate, it provides for payment of interest on the Bonds at the current Term Rate and the Bonds mature or are scheduled to be redeemed at or prior to the expiration of the current Term Rate Period, (y) in the opinion of Bond Counsel, delivered to the Trustee and the Issuer, such deposit of Government Obligations described in (2) above will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code, and (z) any Bond shall be deemed to be paid only if (A) the provisions Trustee and the Paying Agent hold in the Debt Service Fund (or a separate escrow account) cash constituting Available Moneys and/or such obligations purchased with Available Moneys for payment of such Bonds pursuant to Section 3.2(b) above in amounts sufficient, together with the earnings thereon, to make all payments specified above with respect to such Bonds, as verified by an accountant's certification in form and by an accountant not unacceptable to the Trustee and the Rating Service, and (B) in the case of Bonds bearing interest at a Daily Rate, Weekly Rate or Monthly Rate, the Bonds have been called for redemption on a date not more than sixty (60) days from the date provision for payment is being made pursuant to this Section. Notwithstanding anything to the contrary in this Section 10.1, if provision is to be made for the payment of all, or less than all, of the Bonds Outstanding, the Trustee shall have received written confirmation from the Rating Service that any then-current ratings on the Bonds will not be reduced or withdrawn. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes set forth in Sections 2.7 and 2.8 hereof and any such payment from such moneys or Government Obligations on the date or dates specified at the time of such deposit. Notwithstanding the foregoing, in the case of Bonds which are to be redeemed prior to the maturity date, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as it relates to aforesaid until proper notice of redemption of such outstanding DebenturesBonds shall have been previously given in accordance with Article V hereof, or until the Company, on behalf of the Issuer, shall no longer be in effect (and have given the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement form satisfactory to the Trustee, as trust funds in trust irrevocable written instructions: (a) stating the redemption date when the principal (and premium, if any) of each such Bond is to be paid (which may be any redemption date permitted by this Indenture); and (b) to call for the purpose of making the following payments, specifically pledged as security for and dedicated solely redemption pursuant to this Indenture any Bonds to be redeemed prior to the benefit maturity date pursuant to (a) hereof. In the case of Bonds which are not to be redeemed within the Holders next succeeding sixty (60) days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article V hereof, a notice to the Owners of such Bonds that the Debentures, cash deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) accordance with this Section 10.1 and stating the redemption or maturity date upon which through moneys are to be available for the payment of interest the redemption price on or principal of said Bonds. Any moneys so deposited with the Trustee as provided in this Section 10.1 may at the written direction of the Company also be invested and principal reinvested in respect thereofGovernment Obligations, maturing in accordance with their termsthe written opinion of a firm of certified public accountants delivered and not unsatisfactory to the Trustee in the amounts and on the dates as hereinbefore set forth, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before all income from all Government Obligations in the due date hands of any payment of money, an amount in cash, sufficientthe Trustee pursuant to this Section 10.1 which, in the written opinion of to the Trustee from a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered not unsatisfactory to the Trustee, is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to pay which such moneys are deposited, shall be deposited in the Debt Service Fund as and when collected for use and application as are other moneys deposited in that fund. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 10.1 for the payment of the principal of of, and premium and purchase price, if any, and interest on all the Debentures Bonds and the principal of, and premium and purchase price, if any, and interest on the dates such payments of principal or interest are due and payable; (B) Bonds shall not have in fact been actually paid in full, no Default or Event of Default with respect amendment to the Debentures provisions of this Section 10.1 shall have occurred be made without the consent of the Owner of each of the Bonds affected thereby. If an agreement with a Securities Depository as described in Section 2.11 hereof is then in effect and be continuing on such agreement provides for the date Company to obtain a CUSIP number in the event of such deposit; (C) such deposit a partial refunding or redemption of the Bonds and the related intended consequences will not result in authentication of a breach new Bond for the refunded or violation ofredeemed Bonds, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) then the Company shall have delivered to comply with the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result provisions of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)agreement.

Defeasance. The Company SECTION 11.01. If and when the principal of, and the interest on, all the Debentures and all other sums due hereunder shall be deemed to have been discharged from its obligations with respect to all well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the outstanding Debentures on Company, accompanied by the date officers' certificate and opinion of counsel required by Section 15.03, and upon proof being given to the reasonable satisfaction of the deposit referred Trustee that all the Debentures have been paid or satisfied and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in subparagraph (A) hereof, and relation thereto or in carrying out the provisions of this Indenture, as it relates to such outstanding Debentures, the Trustee shall no longer be in effect (cancel and the Trusteesatisfy this Indenture. SECTION 11.02. If, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory prior to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance maturity of the Debentures, the Company shall continue to have deposit with the right to cause a Remarketing Trustee, in trust for the pro rata benefit of the holders thereof, funds sufficient to pay all sums, for principal and interest and premium, if any, due or to become due on the Debentures so long as at the amounts described above are expected time outstanding, and shall pay all costs, charges and expenses incurred or to be on deposit incurred by the Trustee in relation thereto or in carrying out the escrow trust account as provisions of this Indenture, and (unless all the Debentures at the time outstanding shall mature not more than six months after the date of such adjusted deposit) upon delivery to the Trustee of (l) proof satisfactory to the Trustee that notice of redemption of all outstanding Debentures on a specified redemption date of maturity (i.e., 180 days following the Remarketing Date).has been given by mail as in Article Five provided; or

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid, and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of, the Securities of any series and the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash for payment of the Principal of, interest on and any Additional Amounts payable in U.S. dollars and/or Eligible Instruments (including respect of the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal of and discharge the Principal of, interest on all and any Additional Amounts payable in respect of the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (i) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.2 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (ii) an Opinion of Counsel to the same effect as the ruling described in clause (i) above; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.2 of the Securities of such series have been complied with. Notwithstanding a The obligations of the Company and the Guarantor in Sections 2.2 through 2.12, 4.2, 8.7, 8.8, 9.4 and 9.5, as applicable, with respect to the Securities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.7 and 9.5, as applicable, shall survive. The defeasance of the Debentures, obligations in respect of Securities of any series by the Company and the Guarantor under this Section 9.2 shall continue to have the right to cause a Remarketing be effective notwithstanding any prior covenant defeasance in respect of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e., 180 days following series by the Remarketing Date)Company or the Guarantor under Section 9.3.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid, and the Company will be discharged from its any and all obligations with in respect to all of, the Securities of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, any series and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities of such series, cash for payment of the Principal of, interest on and any Additional Amounts payable in U.S. dollars and/or Eligible Instruments (including respect of the Securities of such series, money or U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide Obligations or a combination thereof sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal of and discharge the Principal of, interest on all and any Additional Amounts payable in respect of the Debentures on outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the dates such payments of principal or interest are due and payableTrustee), as the case may be; (Bb) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dd) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the U.S. Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred;occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (Ee) the Company shall have has delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 9.02 of the Securities of such series have been complied with. Notwithstanding a The obligations of the Company in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Securities of such series thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company in Sections 8.07 and 9.05, as applicable, shall survive. The defeasance of the Debentures, obligations in respect of Securities of any series by the Company under this Section 9.02 shall continue to have the right to cause a Remarketing be effective notwithstanding any prior covenant defeasance in respect of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as Securities of such adjusted date of maturity (i.e., 180 days following series by the Remarketing Date)Company under Section 9.03.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: 125 (a) The Company shall Transferor may at its option be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures Investor Certificates issued by the Trust or any specified Series thereof on the date of the deposit referred to applicable conditions set forth in subparagraph Section 12.5(c) are satisfied ("Defeasance"); PROVIDED, HOWEVER, that the following rights, obligations, powers, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures Investor Certificates of the Trust or any specified Series thereof to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofSection 12.5(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (iiB) the Transferor's obligations with respect to such Series of Certificates under Sections 6.3, 6.4 and 12.3; (C) the rights, powers, trust trusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; provided that and (D) this Section 12.5. (b) Subject to Section 12.5(c), the Transferor at its option may use Collections to purchase Eligible Investments rather than additional Receivables for transfer to the Trust until such time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 12.5(a): (1) the Transferor irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the Trustee, under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below (A) Dollars in an amount, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of or principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount amount, or (C) a combination thereof, in cash, each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal of and interest payments on all outstanding Investor Certificates of the Debentures Trust or any specified Series thereof on the dates scheduled for such payments of principal or interest are due in this Agreement and payable; (B) no Default or Event of Default with respect the applicable Supplements and all amounts owed to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and Enhancement Provider for any Series if so provided in the related intended consequences will not result in a breach Supplements or violation of, agreements with 126 such Enhancement Provider; (2) prior to its first exercise of its right to substitute money or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Transferor shall have delivered deliver to the Trustee an Officers' Certificate and (x) an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall and termination of obligations will not result in the trust arising from such deposit constituting Trust being required to register as an "investment company" (as defined in within the meaning of the Investment Company Act and (y) a Tax Opinion with respect to such deposit and termination; and (3) such deposit and termination of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee obligations will not result in an Officers' Certificate and an Opinion Early Amortization Event for any Series. [End of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).Article XII]

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to If all of the outstanding Debentures on Indebtedness is paid in full in accordance with the date Notes and the other Loan Documents and all of the deposit referred to covenants, warranties, conditions, undertakings and agreements made in subparagraph (A) hereofthis Mortgage and the other Loan Documents are fully kept and performed, then in that event only all rights of Lender under this Mortgage and the other Loan Documents shall terminate and the Mortgaged Property shall become wholly clear of the liens, grants, security interests, conveyances and assignments evidenced hereby and thereby, and Lender shall release or cause to be released such liens, grants, assignments, conveyances and security interests in due form at Borrower's cost (to the provisions extent permitted by the law of the State), and this Mortgage shall be void; provided, however, that no provision of this IndentureMortgage or any other Loan Document which, as it relates by its own terms, is intended to survive such outstanding Debenturespayment, shall no longer be in effect performance, and release (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) nor the rights of Holders Lender under any such provision) shall be affected in any manner thereby and such provision shall, in fact, survive. To the extent permitted by law, such an instrument may describe the grantee or releasee as "the person or persons legally entitled thereto" and Lender shall not have any duty to determine the rights of Debentures persons claiming to receive, solely from the trust funds described in subparagraph (A) hereof, payments be rightful grantees or releasees of any of the principal of Mortgaged Property. When this Mortgage has been fully released or interest on discharged by Lender, the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust release or discharge hereof shall operate as a release and immunities discharge of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms Assignment and as a reassignment of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for all future Leases and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default Property Income with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered Mortgaged Property to the Trustee an Officers' Certificate and an Opinion of Counsel person or persons legally entitled thereto, unless such release expressly provides to the effect that (1) the Company has received fromcontrary. At Mortgagor's request, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory Lender will assign this Mortgage to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors Mortgagor's designee upon payment of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Indebtedness.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (Aa) hereof, and the Notwithstanding any provisions of this IndentureArticle 2 to the contrary, as it relates to such outstanding Debenturesat any time following the earlier of (1) the expiration of the REMIC Prohibition Period, shall no longer be in effect or (2) three (3) years from the first Payment Date, Borrower may cause the release of the Property from the Lien of the Mortgage and the Trustee, at other Loan Documents upon the expense satisfaction of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing conditions: (i) the rights no Event of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; andDefault shall have occurred and be continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the rightsDefeasance Collateral is to be delivered (the “Release Date”); provided, powershowever, trust that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender’s costs and immunities expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Trustee hereunder; provided that Defeasance Security Agreement and of the following conditions other materials described in Section 2.7(a)(iv) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall have been satisfiedbe paid in full on or prior to the Release Date; (iv) Borrower shall deliver to Lender on or prior to the Release Date: (A) the Company shall have depositeda pledge and security agreement, or caused to in form and substance which would be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trusteea prudent lender, as trust funds creating a first priority security interest in trust for the purpose favor of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, Lender in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Defeasance Collateral (the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable“Defeasance Security Agreement”); (B) no Default or Event direct non-callable obligations of Default with respect the United States of America or, to the Debentures shall have occurred extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that provide for payments on a Business Day prior and as close as possible to each successive Payment Date after the Release Date through the end of the Lockout Period, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be continuing paid under this Agreement and the Note and all amounts necessary to pay the outstanding principal balance and all other amounts due and payable on the date day the Lockout Period ends (the “Defeasance Collateral”), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book entry transfers and pledges through the book entry facilities of such depositinstitution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (C) such deposit and a certificate of Borrower certifying that all of the related intended consequences will not result requirements set forth in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assetsthis Section 2.7(a) have been satisfied; (D) the Company shall have one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect a prudent lender stating, among other things, that (1) Lender has a perfected first priority security interest in the Company has received fromDefeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or and (2) since the date release of execution the lien of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to Mortgage and the effect that, and based thereon such Opinion pledge of Counsel shall confirm that, the Holders Defeasance Collateral will not recognize income, gain directly or loss for federal income tax purposes indirectly result in or cause any REMIC Trust that holds the Note to fail to maintain its status as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurredREMIC Trust; (E) the Company shall have delivered a certificate in form and scope which would be satisfactory to the Trustee a prudent lender from an Officers' Certificate stating independent certified public accountant acceptable to Lender certifying that the deposit was not made by Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Agreement and the Company with Note (including the intent of preferring the Holders over any other creditors scheduled outstanding principal balance of the Company or with Loan on the intent of defeating, hindering, delaying or defrauding any other creditors last day of the CompanyLockout Period); (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (other certificates, opinions, documents and instruments as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera prudent lender would reasonably require; and (G) in the Company event the Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.7(a), the Property shall have delivered be released from the Lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender shall, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (c) As a condition to the Trustee release of the Property in accordance with Section 2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in its reasonable discretion (“Successor Borrower”). Lender’s right to approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an Officers' Certificate assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an Opinion assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of Counselcounsel in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, each stating among other things, that all conditions precedent such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to above, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations under this Agreement and the Note, the other Loan Documents and the Defeasance Security Agreement arising from and after the Release Date, except as expressly set forth in the assignment and assumption agreement. (d) Following the consummation of the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures2.7, the Company Lender shall continue promptly return all Reserve Funds to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Borrower by wire transfer.

Defeasance. The Company (a) Subject to the Override Agreement, if (i) all Obligations of the Companies secured hereby shall be deemed to have been discharged from its obligations fully and indefeasibly paid, performed, released or otherwise satisfied or discharged, or (ii) the Override Agreement has expired as provided in Section 1(a) thereof or has been terminated pursuant to Section 1(b) thereof, and, in each case, the Compliance Requirements have been satisfied, the security interests created hereunder shall terminate and the Collateral Agent shall promptly deliver any Collateral then held by it as directed by the Override Agreement, or if the Override Agreement has been terminated, the Companies. Subject to the immediately preceding sentence, the Collateral Agent agrees to transmit all Collateral delivered pursuant to this Section 8.05 as directed by the Companies at the Companies’ expense, and, upon written request by the Companies, to execute and endorse such instruments of transfer or release as the Companies shall reasonably request. (b) The Counterparties hereby irrevocably authorize the Collateral Agent to release any security interest created hereunder on any Collateral that is sold or to be sold as part of or in connection with respect any sale permitted under the Override Agreement to all any Person other than any of the outstanding Debentures on Companies provided that Collateral Agent shall not be required to release such security interest until the date of Companies certify to Collateral Agent, with a copy to each Counterparty, that the deposit referred to sale or disposition is being made in subparagraph (A) hereof, and compliance with the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect Override Agreement (and the TrusteeCollateral Agent may rely conclusively on any such certificate without further inquiry). (c) Upon the release of any Collateral in accordance with this Section 8.05, the Collateral Agent or the relevant Counterparty, as applicable, will, at the expense of the Company, shall, upon the request of the relevant Company, execute proper instruments supplied and deliver to it by the such Company acknowledging the same), except (or such other Person as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused request) such documents as such Company shall reasonably request to be deposited, irrevocably with evidence the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date release of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Collateral.

Defeasance. The Company shall When there are in the Bond Fund sufficient funds, or non-callable and non-prepayable obligations issued by, or the full and timely payment of which are guaranteed by, the United States, in such principal amount, bearing interest at such rates and with such maturities as will provide, without reinvestment, sufficient amounts to pay principal of, premium, if any, and interest on the Bonds in full as and when such amounts become due, as determined through a verification report or computation, which may be deemed to prepared by the Company, and when all the rights hereunder of the Authority and the Trustee have been discharged from its obligations with respect provided for (1) the Bondowners will cease to all be entitled to any right, benefit or security under this Agreement except the right to receive payment of the outstanding Debentures funds deposited and held for payment and other rights set forth below or which by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof, (2) the security interests created by this Agreement (except in such funds and investments) shall terminate, and (3) the Authority and the Trustee shall execute and deliver such instruments as may be necessary to discharge the lien and security interests created hereunder; provided, however, that, if within ninety (90) days of such deposit, the Bonds are not to be redeemed in full prior to maturity or paid in full at maturity, the Trustee and the Bond Insurer shall have received on the date of the deposit referred an opinion of Bond Counsel to the effect that such deposit and the investment thereof will not affect the exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes; and provided further that if any Bonds are to be redeemed prior to the maturity thereof, such Bonds shall have been duly called for redemption or irrevocable instructions for such a call shall have been given to the Trustee. Upon such defeasance, the funds and investments required to pay or redeem the Bonds in subparagraph full shall be irrevocably set aside for such purpose. The Trustee shall cause to be mailed to all Bondowners within fifteen (A15) hereofdays of the conditions of this section being met in the manner herein specified for redemption of Bonds a notice stating that such conditions have been met and that the lien of this Agreement has been discharged, and, if the Bonds are to be redeemed prior to maturity, specifying the date of redemption and the redemption price. Any funds or property held by the Trustee for payment of the Bonds under this section and not required for such payment shall (unless there is an Event of Default hereunder, in which case they shall be applied as provided in Section 604), after satisfaction of all the rights of the Authority and the Trustee, and payment of the rebate, if any, due to the United States under IRC ss.148(f), and upon such indemnification, if any, as the Authority or the Trustee may reasonably require, be distributed to the Company. If Bonds are not presented for final payment when due and moneys are available in the hands of the Trustee therefor, the Trustee shall, without liability for interest thereon, continue to hold the moneys held for that purpose subject to Subsection 305(c), and interest shall cease to accrue on the principal amount represented thereby. When there are in the Bond Fund funds or securities as described in the preceding paragraph as are sufficient to pay principal of, premium, if any, and interest on, some but not all of the Bonds in full as and when such amounts become due and all of the other conditions in the preceding paragraph have been met with respect to such Bonds, the particular Bonds (or portions thereof) for which such provision for payment shall have been considered made shall be selected by lot by the Trustee (or, if the Bonds are then registered to CEDE & CO. and the Book-Entry Only System is then in effect, by The Depository Trust Company) and thereupon the Trustee and the Authority shall take similar action to release the security interests created by this Agreement in respect of such Bonds (except in such funds or securities and investments thereon), subject however to compliance with the applicable conditions set forth in the provisos above. Notwithstanding the foregoing, those provisions relating to the maturity of Bonds, interest payments and dates thereof and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement and cancellation of Bonds, the holding of moneys in trust and the duties of the Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee and the Authority, shall remain in full force and effect and shall be binding upon the Trustee, the Authority, the Company and the Bondowners notwithstanding the release and discharge of this Agreement and the lien on the Series K First Mortgage Bonds until the Bonds have been actually paid in full. Notwithstanding anything herein to the contrary, if moneys or governmental obligations have been deposited or set aside with the Trustee pursuant to the provisions of this IndentureSection 204 and the principal of, as it relates premium, if any, and interest on the Bonds shall not, in fact, have been actually paid in full, no amendment to such outstanding Debenturesthe provisions of this Section 204 will be made without the consent of the owner of each of the Bonds affected thereby. Subject to Subsection 608(b), the prior written consent of the Bond Insurer, which consent shall not be unreasonably withheld, shall no longer be required for defeasance of the Bonds. Notwithstanding anything herein to the contrary, in effect (the event that the principal and/or interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and the Trustee, at the expense of not be considered paid by the Company, shalland the assignment and pledge hereunder and all covenants, upon the request agreements and other obligations of the Company, execute proper instruments supplied Company to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments registered owners of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust Bonds shall continue to exist and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely run to the benefit of the Holders of Bond Insurer, and the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will Bond Insurer shall be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered subrogated to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date rights of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bondowners.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company shall Transferors may at their option be deemed to have been discharged from its their obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "Defeased Series") on the date of the deposit referred to applicable conditions set forth in subparagraph subsection 12.04(c) are satisfied (Aa "Defeasance") hereof, and the provisions of this Indenture, as it relates but only if Defeasance is explicitly available to such outstanding DebenturesSeries in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case); provided, however, that the following rights, obligations, powers, duties and immunities shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied survive with respect to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofsubsection 12.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (ii) the 102 Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeTrustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Transferors) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its first exercise of Default its right pursuant to this Section 12.04 with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Transferors shall have delivered to the Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax lawTrust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by ▇▇▇▇▇'▇, such deposit and termination of obligations would not be a fraudulent conveyance (based in either case reliance on certain certificates to the effect that, that the Receivables and based thereon such Opinion termination of Counsel shall confirm that, obligations constitute fair value for consideration paid therefor and as to the Holders will not recognize income, gain or loss for federal income tax purposes as a result solvency of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;Transferors); 103 (Eiv) the Company Transferors shall have delivered to the Trustee an Officers' Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the deposit was not made by facts known to such officer at the Company time of such certification, then cause a Pay-Out Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act occurrence of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera Pay-Out Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withTrustee. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).[END OF ARTICLE XII] 104

Defeasance. The Company (a) If HRTAC shall be deemed to have been discharged from its obligations with respect to all pay or provide for the payment of the outstanding Debentures entire indebtedness on the date particular Bonds in any one or more of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing ways: (i1) the rights of Holders of Debentures by paying or causing to receive, solely from the trust funds described in subparagraph (A) hereof, payments of be paid the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rightsand premium, powersif any, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all such Bonds, as and when the Debentures on the dates such payments of principal or interest are same shall become due and payable; (B2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of by delivering such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered Bonds to the Trustee for cancellation; or (3) by depositing with the Trustee (or an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (2the “Defeasance Amount”), be fully sufficient to pay or redeem (when redeemable) since and discharge the date indebtedness on such Bonds at or before their respective maturity dates, without consideration of execution any reinvestment of this First Supplemental Indenturethe Defeasance Amount, there has been as a change in the applicable federal income tax law, in either case Verification Agent shall verify to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurredTrustee’s satisfaction; (E4) and if HRTAC shall also pay or provide for the Company payment of all other sums payable hereunder by HRTAC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have delivered been given as provided in Article IV of this Master Indenture (or the corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee an Officers' Certificate stating that shall have been made for the deposit was not made by the Company with the intent giving of preferring the Holders over such notice, such Bonds shall cease to be entitled to any other creditors of the Company lien, benefit or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;security under this Master Indenture except as provided in subsection (d) below. (Fb) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered HRTAC may at any time surrender to the Trustee an Officers' Certificate for cancellation any Bonds previously authenticated and an Opinion of Counseldelivered that HRTAC may have acquired in any manner whatsoever, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debenturesand such Bonds, the Company upon such surrender and cancellation, shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected be deemed to be on deposit paid and retired as provided in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)this Section.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (Ai) hereof, and the Notwithstanding any provisions of this IndentureArticle 5 to the contrary, as it relates to such outstanding Debenturesincluding, shall no longer be in effect without limitation, subsection (a) of this Article 5, at any time other than during a REMIC Prohibition Period (defined below), Borrower may cause the release of the Property from the lien of the Security Instrument and the Trusteeother Loan Documents (and, at the expense subject to Borrower’s satisfaction of clause (iii) under this subsection (b), a release of Borrower and Indemnitor (as defined in that certain Indemnity Agreement dated as of the CompanyClosing Date among Borrower, shallAmerican Assets, Inc. and Lender (the “Indemnity Agreement”)) from any further liability or obligation under this Note, the Security Instrument or the Other Security Documents other than a liability or obligation (1) in connection with a provision of this Note, the Security Instrument or Other Security Document which expressly states that it is to survive termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument or (2) which expressly survives pursuant to the Defeasance Assumption Agreement (defined below)) upon the request satisfaction of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfiedconditions: (A) the Company no Event of Default shall have deposited, or caused to be deposited, irrevocably with the Trustee, exist under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit any of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableLoan Documents; (B) no Default or Event not less than sixty (60) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Monthly Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of Default with respect cancellation ten (10) days prior to the Debentures scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Monthly Payment Date; provided that in each case, Borrower shall have occurred pay all of Lender’s costs and be continuing on the date expenses incurred as a result of such depositcancellation or extension; (C) such deposit all accrued and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default underunpaid interest and all other sums due under this Note, the Indenture or Other Note, the Security Instrument and under the Other Security Documents up to the Release Date, including, without limitation, all reasonable fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in subsection (b)(i)(D) below and any other material indenturerelated documentation, agreement and any servicing fees, Rating Agency (as defined in the Security Instrument) fees or other instrument binding upon reasonable costs related to such release), shall be paid in full on or prior to the Company or its subsidiaries or any of their properties or assetsRelease Date; (D) the Company Borrower shall have delivered deliver to Lender on or prior to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Monthly Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Monthly Payment Date, shall be refunded to Borrower promptly after each such Monthly Payment Date; (2) direct non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (to the extent the applicable Rating Agencies rating the Securities have confirmed in writing that the same will not cause a downgrade, withdrawal or qualification of the initial, or, if higher, then applicable ratings of the Securities) that provide for payments prior and as close as possible to (but in no event later than) all successive Monthly Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment required to be paid under this Note and the Other Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by ▇▇▇▇▇▇ or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender in its sole discretion (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this subsection (b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a prudent lender stating, among other things, that (i) Lender has received froma perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or there has been published bysimilar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of ▇▇▇▇▇▇▇▇’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender should not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Security Instrument and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any “real estate mortgage investment conduit” within the meaning of Section 860D of the Internal Revenue Service Code that holds this Note and the Other Note (a ruling “REMIC Trust”) to fail to maintain its status as a REMIC Trust and (which ruling shall be satisfactory to iv) the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders defeasance will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will cause any REMIC Trust to be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "“investment company" (as defined in ” under the Investment Company Act of 1940, as amended ; (5) a certificate in form and scope acceptable to Lender in its sole discretion from an Acceptable Accountant (defined below) certifying that the "Investment Company Act"Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Note and the Other Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date)), . The term “Acceptable Accountant” shall mean a “Big Four” accounting firm or such trust shall be qualified under such Act or exempt from regulation thereunderother independent certified public accountant acceptable to Lender; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. The Company shall be deemed (a) With respect to have been discharged from its obligations a release of the Lien of this Mortgage with respect to all of the outstanding Debentures Properties pursuant to Section 38(b) hereof other than in connection with a total repayment on the date Maturity Date (the "Defeasance"), the Grantor shall deposit Defeasance Collateral in accordance with subsection (B) below to the Defeasance Collateral Account. In no event shall the deliverance of Defeasance Collateral cause the Grantor to be released from its obligations to make payments of principal and interest on the Notes. (b) The Defeasance shall be permitted at such time as all of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, following events shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: have occurred: (i) the rights Defeasance Collateral Account shall have been established pursuant to Section 47 hereof and all amounts of Holders of Debentures to receive, solely from principal and interest due on the trust funds described Class B Note have been prepaid in subparagraph (A) hereof, payments accordance with the terms of the principal of or interest on the outstanding Debentures on the date such payments are dueClass B Note; and (ii) if the rightsMortgage Loan is held by a REMIC, powers, trust and immunities a period of the Trustee hereunder; provided that the following conditions more than two years shall have been satisfied: elapsed since the date on which the Mortgage Loan is deposited into such REMIC; (Aiii) the Company Grantor shall have deposited, delivered or caused to have been delivered to Beneficiary the Defeasance Collateral for deposit into the Defeasance Collateral Account such that it will satisfy the Total Defeasance Collateral Requirement at the time of delivery and all such Defeasance Collateral, if in registered form, shall be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, registered in the opinion name of a nationally recognized firm Beneficiary or its nominee (and, if registered in nominee name endorsed to Beneficiary or in blank) and, if issued in book-entry form, the name of independent public accountants expressed in a written certification thereof delivered to Beneficiary or its nominee shall appear as the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date owner of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).securities on

Defeasance. The Company (a) If the Issuer shall pay, cause to be paid or otherwise make adequate provision for payment to the owners of the Bonds the principal and interest, including deferred interest whether or not then due, to become due thereon at the times and in the manner stipulated therein and in this Indenture, and shall have paid all other amounts due hereunder to the Trustee and to each Credit Provider, the pledge of the Pledged Assets, including any Revenues and other moneys, securities, funds and property hereby pledged and all other rights granted hereby in favor of the Owners shall be discharged and satisfied. In such event, upon making the provision for payment to the Owners, to the Trustee and to each Credit Provider referred to in the prior sentence, the Trustee, upon the Direction of the Issuer, shall execute and deliver to the Issuer all such instruments as may be desirable to evidence the discharge and satisfaction described above, and the Trustee shall pay over or deliver to the Issuer all moneys or securities held by it pursuant to this Indenture which are not required for the payment of Bonds not theretofore surrendered for such payment and shall return any Credit Enhancement to the Credit Provider for cancellation, if applicable. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the owners of all Outstanding Bonds the principal and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, such Bonds shall cease to be entitled to any lien, benefit or security hereunder and all covenants, agreements and obligations of the Issuer to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds for the payment of which funds are held in trust by the Trustee (through deposit by the Issuer of funds for such payment or otherwise) shall, at the maturity thereof, be deemed to have been discharged from its obligations paid within the meaning and with respect to all of the outstanding Debentures on the date of the deposit referred to effect expressed in subparagraph subsection (Aa) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, Section. All Bonds shall, upon prior to the request maturity thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: this Section if (i) there shall have been deposited with the rights Trustee funds consisting of Holders moneys or non-callable, fixed rate, direct obligations of Debentures to receive, solely from or guaranteed by the trust funds described in subparagraph (A) hereof, payments United States of America the principal of or and the interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, when due will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, moneys sufficient to pay the principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default to become due on said Bonds on or Event of Default with respect prior to the Debentures shall have occurred and be continuing on maturity date or the prior redemption date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation ofthereof, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company shall Transferors may at their option be deemed to have been discharged from its their obligations hereunder with respect to any Series or all of the outstanding Debentures Series (each, a "Defeased Series") on the date of the deposit referred to applicable conditions set forth in subparagraph subsection 12.04(c) are satisfied (Aa "Defeasance") hereof, and the provisions of this Indenture, as it relates but only if Defeasance is explicitly available to such outstanding DebenturesSeries in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case); provided, however, that the following rights, obligations, powers, duties and immunities shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied survive with respect to it by the Company acknowledging the same), except as to: each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Debentures Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofsubsection 12.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trust trusts, duties, and immunities of the Trustee Trustee, the Paying Agent and the Registrar hereunder; provided that and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have been satisfied: (A) the Company shall have deposited, deposited or caused to be deposited, irrevocably deposited with the TrusteeTrustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) Dollars in an amount equal to, cash in U.S. dollars and/or or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashequal to, sufficientor (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the opinion Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who may also render other services to the Trustee, Transferors) to the effect that such deposit is sufficient to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payableamounts specified in clause (i) above; (Biii) no Default or Event prior to its first exercise of Default its right pursuant to this Section 12.04 with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Transferors shall have delivered to the Trustee an Officers' Certificate Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (1A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date such deposit and termination of execution of this First Supplemental Indenture, there has been a change obligations will not result in the applicable federal income tax lawTrust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by ▇▇▇▇▇'▇, such deposit and termination of obligations would not be a fraudulent conveyance (based in either case reliance on certain certificates to the effect that, that the Receivables and based thereon such Opinion termination of Counsel shall confirm that, obligations constitute fair value for consideration paid therefor and as to the Holders will not recognize income, gain or loss for federal income tax purposes as a result solvency of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;Transferors); 100 (Eiv) the Company Transferors shall have delivered to the Trustee an Officers' Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the deposit was not made by facts known to such officer at the Company time of such certification, then cause a Pay-Out Event with respect to any Series or any event that, with the intent giving of preferring notice or the Holders over any other creditors lapse of the Company or with the intent of defeatingtime, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not would result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act occurrence of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereundera Pay-Out Event with respect to any Series; and (Gv) the Company Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such written notice to the Trustee an Officers' Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withTrustee. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).[END OF ARTICLE XII]

Defeasance. The Company If and when all Outstanding Certificates shall be deemed to paid and discharged in any one or more of the following ways then, at the election of the Board, and notwithstanding that any Certificates shall not have been discharged from its surrendered for payment, all obligations of the Trustee and the Board under this Indenture with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the outstanding Debentures Trustee to pay or cause to be paid to the Owners of the Certificates not so surrendered and paid all sums due thereon, without further payment of interest or earnings thereon: (a) By well and truly paying or causing to be paid the principal of and interest with respect to all Certificates Outstanding, as and when the same become due and payable; (b) By depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund, is fully sufficient to pay all Certificates Outstanding, including all principal thereof and interest thereon; or (c) By irrevocably depositing with the Trustee, in trust, direct, non-callable obligations of the United States of America consisting of United States Treasury bills, certificates, notes and bonds (including State and Local Government Series), and non-callable zero coupon United States Treasury bonds in such amount as an independent certified public accountant shall certify and determine will, together with the interest to accrue thereon, the beginning cash deposit and amounts then on deposit in the Installment Payment Fund, together with the interest to accrue thereon, be fully sufficient, without reinvestment, to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates, as provided in Section 9.1 of the Purchase Contract. Certificates shall be deemed “Outstanding” under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) through (c) of this Section, which are not required for the payment to be made to Owners, shall be paid over to the Board. Any Certificate or portion thereof in authorized denominations may be paid and discharged as provided in this Section; provided, however, that if any such Certificate or portion thereof is to be redeemed, notice of such redemption shall have been given in accordance with the provisions hereof or the Board shall have submitted to the Trustee instructions expressed to be irrevocable as to the date upon which such Certificate or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if any such Certificate or portion thereof will not mature or be redeemed within 60 days of the deposit referred to in subparagraph paragraphs (Ab) hereof, and the provisions through (c) of this IndentureSection, as it relates the Trustee shall give notice of such deposit by first class mail to such outstanding Debentures, shall no longer be in effect (and the Trustee, at Owners. If the expense Board makes the advance deposit required by Section 9.1 of the CompanyPurchase Contract, shall, upon or prepays the request Installment Payments in full pursuant to Section 9.2 of the CompanyPurchase Contract, execute proper instruments supplied to it by or pays all Installment Payments during the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments term of the principal of or Purchase Contract as the same become due and payable, any right, title and interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused in and to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit each element of the Holders Improvements shall be transferred to and vested in the Board. The Trustee agrees to take any and all steps and execute and record any and all documents reasonably required by the Board to evidence the termination of any right, title and interest of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, Trustee in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Improvements.

Defeasance. The Company shall be deemed On any date prior to the Early Amortization Period on which the following conditions have been discharged from its obligations with respect satisfied: (i) the Transferor has deposited (x) in the Principal Funding Account, an amount equal to all the outstanding principal balance of the outstanding Debentures on Class A Certificates, which amount will be invested in Eligible Investments and (y) in the Reserve Account an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and Principal Funding Account through the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are dueClass A Expected Final Payment Date; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have Transferor has delivered to the Trustee an Officers' Certificate and an Opinion opinion of Counsel counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall and termination of obligations as described below will not result in the trust arising from such deposit constituting Trust being required to register as an "investment company" (as defined in within the meaning of the Investment Company Act of 1940, as amended amended, and an opinion of counsel to the effect that following such deposit none of the Trust, the Reserve Account or the Principal Funding Account will be deemed to be an association (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunderpublicly traded partnership) taxable as a corporation; and (Giii) the Company shall have Transferor has delivered to the Trustee a certificate of an Officers' Certificate and an Opinion officer of Counsel, each the Transferor stating that all conditions precedent relating the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event or a Series 2000-__ Early Amortization Event to occur; and (iv) the Rating Agency Condition shall have been satisfied; then, the Series 2000-__ Certificates will no longer be entitled to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance security interest of the DebenturesTrust in the Receivables and, except those set forth in clause (i) above, other Trust assets ("Defeasance"), and the Investor Percentages applicable to the allocation to the Series 2000-__ Certificateholders of Collections of Principal Receivables, Finance Charge Receivables and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Company shall continue Class B Invested Amount will be reduced to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)zero.

Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Debentures on On the date of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: : (Ai) the Company Transferor shall have deposited, or caused to be deposited, irrevocably with deposited (x) in the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of moneyPrincipal Funding Account, an amount in cash, sufficient, such that the amount on deposit in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Principal Funding Account following such deposit is equal to the TrusteeClass A Outstanding Principal Amount, (y) in the Principal Account, an amount equal to pay principal the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on all the Debentures on Investor Securities through the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on day preceding the date of such deposit; on which the Defeasance occurs; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (Dii) the Company Transferor shall have delivered to the Trustee an Officers' Certificate and (a) an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall will not result in the trust arising from such deposit constituting Trust being required to register as an "investment company" (as defined in within the meaning of the Investment Company Act of 1940, as amended amended, (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (Gb) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel to the effect that following such deposit none of the Trust, each the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that all conditions precedent relating the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) a Ratings Event will not occur, the Series [-] Securities will no longer be entitled to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance security interest of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit Trust in the escrow trust account as Receivables and, except those set forth in clause (i) above, other Trust assets and the percentages applicable to the allocation to the Series [-] Securityholders of such adjusted date of maturity (i.e.Principal Collections, 180 days following the Remarketing Date)Finance Charge Collections and Defaulted Receivables will be reduced to zero.

Defeasance. The Company If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding Bonds the interest due thereon and the principal thereof, at the times and in the manner stipulated therein and in this Agreement, then the Owners of such Bonds shall cease to be entitled to the pledge of Assessments, and all covenants, agreements and other obligations of the City to the Owners of such Bonds under this Agreement shall thereupon cease, terminate and become void and be discharged and satisfied; provided that the covenants set forth in Sections 5.08, 6.02(d) and 8.01 shall survive the defeasance or payment of the Bonds. In such event, the Fiscal Agent shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or deliver to the City after payment of any amounts due the Fiscal Agent hereunder all money or securities held by them pursuant to this Agreement which are not required for the payment of the interest due on, and the principal of, such Bonds. Any Outstanding Bond shall be deemed to have been discharged from its obligations with respect to all paid within the meaning expressed in the first paragraph of this Section if such ▇▇▇▇ is paid in any one or more of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as tofollowing ways: (ia) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of by paying or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused causing to be deposited, irrevocably with paid the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all with respect to such ▇▇▇▇, as and when the Debentures on the dates such payments of principal or interest are same become due and payable; (Bb) no Default by depositing with the Fiscal Agent, in trust, at or Event before maturity, money which, together with the amounts then on deposit in the Assessment Fund, the Reserve Fund and the Redemption Fund, is fully sufficient to pay the principal of, premium and interest on all Bonds Outstanding as and when the same shall become due and payable; or (c) by depositing with the Fiscal Agent, in trust, non-callable Federal Securities in such amount as the Finance Director determines will, together with the interest to accrue thereon and moneys then on deposit in the Assessment Fund, the Reserve Fund and the Redemption Fund, together with the interest to accrue thereon without further investment, be fully sufficient to pay and discharge the principal of, premium, if any, and interest on all Bonds Outstanding as and when the same shall become due and payable; then, notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of Default the City under this Agreement with respect to all Outstanding Bonds shall cease and terminate, except for the Debentures obligation of the Fiscal Agent to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid, all sums due thereon and except for the covenants of the City contained in Sections 5.08, 6.02(d) and 8.01 hereof. Any money or securities deposited with the Fiscal Agent to defease the Bonds shall have occurred and be continuing on accompanied by a certificate of a certified public accountant confirming the date accuracy of the calculations establishing the sufficiency of such deposit; (C) , and an opinion of Bond Counsel that the deposit of such deposit and the related intended consequences money or securities will not result in a breach or violation of, or constitute a default or event of default under, impair the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal exclusion from gross income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax interest on the same amount and in Bonds. Any funds held by the same manner and Fiscal Agent at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent time of preferring the Holders over any other creditors of the Company payment or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the DebenturesBonds, which are not required for the Company purpose above mentioned, or for payment of amounts due the Fiscal Agent hereunder shall continue be paid over to have the right to cause a Remarketing City. The Bonds and the original assessments shall remain in full force and effect and the Bonds shall be secured by the original Assessments until (i) the Bonds mature, (ii) Assessments are prepaid and the Bonds are redeemed, (iii) apportionment of the Debentures so long as original Assessments occurs pursuant to Parts 10.0 and 10.5 of Division 10 of the amounts described above Act, or (iv) the original Assessments are expected superseded and supplemented by reassessments and refunding bonds issued pursuant to Division 11 or Division 11.5 of the Streets and Highways Code, at which time the refunding escrow shall become the security for any outstanding Bonds not exchanged for refunding bonds. Any proceeds of sale of any refunding bonds may be on deposit deposited in escrow or trust with a bank or trust company and shall be secured in accordance with the escrow trust account as laws applicable to funds of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)City and shall be invested in Federal Securities.

Defeasance. The Company shall When interest on, and principal or Redemption Price (as the case may be) of, the Bonds of a Series or any portion thereof to be deemed to defeased have been discharged from its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereofpaid, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions there shall have been satisfied: deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (Athe “Escrow Agent”) the Company shall have depositedmoneys sufficient, or caused to be depositedDefeasance Securities, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Debentures Issuer, but only to the extent the Issuer has agreed to pay the same on or before the dates such payments defeasance of principal or the Bonds, the right, title and interest are due and payable; (B) no Default or Event of Default the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the Debentures shall have occurred and be continuing lien of the Indenture on the date of such deposit; (C) such deposit Pledged Revenues, and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts (other material indenture, agreement or other instrument binding than the Rebate Fund) upon the Company or its subsidiaries or any defeasance in whole of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors all of the Company or with the intent Bonds of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Series.

Defeasance. Notwithstanding anything to the contrary in ---------- this Agreement or any Supplement: (a) The Company shall Seller may at its option be deemed to have been discharged from its obligations hereunder with respect to any Series or all of outstanding Series (the outstanding Debentures "Defeased -------- Series") on the date of the deposit referred applicable conditions set forth in Section 12.04(c) are ------ satisfied ("Defeasance"); provided, however, that the following rights, ---------- -------- ------- obligations, powers, duties and immunities shall survive with respect to in subparagraph (A) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders of Debentures Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in subparagraph (A) hereofSection 12.04(c), payments in respect of the principal of or and interest on the outstanding Debentures on the date such Investor Certificates when such payments are due; and (ii) the Seller's obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trust trusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; provided that and (iv) this Section 12.04. (b) Subject to Section 12.04(c), the Seller at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under Section 12.04(a): (i) the Seller irrevocably shall have been satisfied: (A) the Company shall have depositeddeposited or assigned, or caused to be depositeddeposited or assigned, irrevocably with the Trustee, under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following paymentspayments described below, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures(A) dollars in an amount, cash in U.S. dollars and/or (B) Eligible Instruments (including U.S. Government Obligations) Investments which through the scheduled payment of principal and interest and principal in respect thereof, in accordance with their terms, thereof will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneythereon, money in an amount in cashamount, sufficient(C) interest rate swaps, caps or other hedging agreements from an Eligible Institution, or (D) a combination thereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal of and interest payments on all outstanding Investor Certificates of the Debentures Defeased Series on the dates scheduled for such payments of principal or interest are due in this Agreement and payable; (B) no Default or Event of Default the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Debentures shall have occurred and be continuing on the date Defeased Series; (ii) prior to its first exercise of such deposit; (C) such deposit and the related intended consequences will not result in its right pursuant to this Section 12.04 with respect to a breach Defeased Series to substitute money or violation of, or constitute a default or event of default underEligible Investments for Receivables, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company Seller shall have delivered to the Trustee an Officers' Certificate a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (1iii) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (E) the Company Seller shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officers' Officer's Certificate of the Seller stating that the Seller reasonably believes that such deposit was not made by and termination of obligations will not, based on the Company facts known to such officer at the time of such certification, then cause a Pay-Out Event or any event that, with the intent giving of preferring notice or the Holders over lapse of time, would constitute a Pay-Out Event to occur with respect to any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; Series; and (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (Giv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have Rating Agency Condition has been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)satisfied.

Defeasance. The Except as provided below, the Company shall will be deemed to have been paid and the Company and the Guarantor will be discharged from its any and all obligations with in respect to all of the outstanding Debentures on Securities and the date of the deposit referred to in subparagraph (A) hereofGuarantee thereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Indenture will no longer be in effect with respect to the Securities and the Guarantee thereof (and the Trustee, at the expense of the CompanyCompany and the Guarantor, shall, upon the request of the Company, shall execute proper instruments supplied to it by the Company acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions shall have been satisfied: (Aa) the Company shall have deposited, or caused to be deposited, the Guarantor has irrevocably deposited in trust with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, Trustee as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the DebenturesSecurities, cash in U.S. dollars and/or Eligible Instruments for payment of the Principal of, interest (including Additional Interest, if any) on the Securities, and any other sum due hereunder, money sufficient or U.S. Government Obligations) , which through the payment of principal and interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability thereon will be imposed on sufficient, or a combination thereof sufficient (unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal and discharge the Principal of and accrued interest on all the Debentures (including Additional Interest, if any) on the dates such payments of principal outstanding Securities, and to pay any other sums due by it hereunder to maturity or interest are due and payableearlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (Cb) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the this Indenture or any other material indenture, agreement or other instrument binding upon to which the Company or its subsidiaries the Guarantor, as the case may be, is a party or any of their properties or assetsby which it is bound; (Dc) no Default shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, deposit and defeasance and discharge had not occurred; occurred or (Ey) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating Counsel to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long same effect as the amounts ruling described above are expected to in clause (x) above, which opinion must be based either on deposit a change in applicable U.S. federal income tax laws or regulations occurring after the escrow trust account as of such adjusted date of maturity (i.e., 180 days following the Remarketing Date).hereof; and