Common use of Discharge of Certificates and Trust Agreement Clause in Contracts

Discharge of Certificates and Trust Agreement. (a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates of any Series the interest and principal evidenced thereby at the times and in the manner stipulated herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental Payments as provided herein, and all agreements and covenants of the Corporation, the City and the Trustee to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest evidenced by the Certificates shall be paid by the Certificate Insurer pursuant to the Certificate Insurance Policy, the Certificates shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of the Certificate Insurer, and the Certificate Insurer shall be subrogated to the rights of such registered owners. (b) Any Outstanding Certificate or Certificates of such Series shall, prior to the maturity or prepayment date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Section 10.01 if (i) in case said Certificates are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, in accordance with the provisions of Article IV of this Trust Agreement, notice of prepayment of such Certificates on said prepayment date,

Discharge of Certificates and Trust Agreement. (a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates of any Series the interest and principal evidenced thereby at the times and in the manner stipulated herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental Payments as provided herein, and all agreements and covenants of the Corporation, the City and the Trustee to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest evidenced by the Certificates shall be paid by the Certificate Insurer pursuant to the Certificate Insurance Policy, the Certificates shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of the Certificate Insurer, and the Certificate Insurer shall be subrogated to the rights of such registered owners. (b) Any Outstanding Certificate or Certificates of such Series shall, prior to the maturity or prepayment date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Section 10.01 if (i) in case said Certificates are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, in accordance with the provisions of Article IV of this Trust Agreement, notice of prepayment of such Certificates on said prepayment date,, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or securities specified in clause (1) of the definition of Permitted Investments in Section 1.01 hereof which are not callable or subject to prepayment prior to their respective maturity dates, the principal and interest evidenced by the Certificates which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or held by the Trustee at the same time, shall be sufficient (as verified by a report of an independent certified public accountant), to pay when due the principal with respect to or prepayment price (if applicable) of, and interest due and to become due with respect to, said Certificates on and prior to the prepayment date or maturity date thereof, as the case may be, and

Discharge of Certificates and Trust Agreement. (a) If the Trustee County shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates of any Series the interest interest, principal and principal evidenced premium, if any, represented thereby at the times and in the manner stipulated herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental Payments as provided herein, and all agreements and covenants of the Corporation, the City County and the Trustee to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. Notwithstanding anything herein to the contrarysatisfied except only as provided in subsection (b) below, in the event provided further, however, that the principal and/or interest evidenced by the Certificates provisions of Section 10.02 shall be paid by the Certificate Insurer pursuant to the Certificate Insurance Policy, the Certificates shall remain Outstanding for apply in all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of the Certificate Insurer, and the Certificate Insurer shall be subrogated to the rights of such registered ownersevents. (b) Any Outstanding Certificate or Certificates of such Series shall, prior to the maturity or prepayment date thereof, shall be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this Section if there shall be on deposit with the Trustee moneys or Defeasance Securities in an amount sufficient (together with the increment, earnings and interest on such securities) to pay the interest and principal and premium, if any, represented by such Certificates payable on their Payment Dates or on any dates of prepayment prior thereto, except that the Owners thereof shall be entitled to the principal, premium and interest represented by such Certificates, and the County shall remain liable for such Base Rental Payments, but only out of such moneys or securities deposited with the Trustee as aforesaid for such payment. (c) After the payment of all the interest and principal represented by all Outstanding Certificates as provided in this Section, the Trustee shall execute and deliver to the Corporation and the County all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Trust Agreement, and the Trustee shall pay over or deliver to the County all moneys or securities held by it pursuant hereto which are not required for the payment of the interest and principal and premium, if any, evidenced and represented by such Certificates and any unpaid fees and expenses of the Trustee. (d) Prior to any defeasance becoming effective under this Article, (i) all amounts currently due to the Certificate Insurer under the Certificates Insurance Policy and to the Reserve Insurer under the Reserve Policy shall have been paid in full, and (ii) the County shall cause to be delivered (A) an executed copy of a report, addressed to the Certificate Insurer, Trustee and the County, in form and in substance acceptable to the Certificate Insurer and the County, of a nationally recognized certified public accountant, or firm of such accountants, verifying that the Defeasance Securities and cash, if any, satisfy the requirements of clause (ii) of subsection (b) of this Section (a “Verification”), (B) a copy of the escrow deposit agreement entered into in connection with such defeasance, which escrow deposit agreement, in form and in substance acceptable to the Certificate Insurer, shall provide that no substitution of Defeasance Securities shall be permitted except with other Defeasance Securities and upon delivery of a new Verification and no reinvestment of Defeasance Securities shall be permitted except as contemplated by the original Verification or upon delivery of a new Verification, and (C) a copy of an Opinion of Counsel, dated the date of such defeasance and addressed to the Certificate Insurer, the Trustee and the County, in form and in substance acceptable to the Certificate Insurer and the County, to the effect that such Certificates have been paid within the meaning and with the effect expressed in this Section 10.01 if (i) in case said Certificates are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, in accordance with the provisions of Article IV of this Trust Agreement, notice all agreements and covenants of prepayment the County, the Corporation, if any, and the Trustee to the Owners of such Certificates on said prepayment date,under the Trust Agreement have ceased, terminated and become void and have been discharged and satisfied. In the event a forward purchase agreement is to be employed in connection with the Defeasance Securities purchased to defease Certificates, such agreement shall be subject to the approval of the Certificate Insurer and shall be accompanied by such opinions of counsel as may be required by the Certificate Insurer. The Certificate Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow.

Discharge of Certificates and Trust Agreement. (a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners of all any Outstanding Certificates of any Series the interest and principal and prepayment premiums, if any, evidenced and represented thereby at the times and in the manner stipulated provided herein and therein, and all other amounts due and owing pursuant hereto or pursuant to the 2010 Installment Purchase Contract shall have been paid in full, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental 2010 Installment Payments as provided herein, and all agreements and covenants of the Corporation, the City Corporation and the Trustee District to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. . (b) Any Outstanding Certificates shall prior to their Certificate Payment Dates or their dates of prepayment prior thereto be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section (except that the District shall remain liable for the payment of such Certificates, but only from the money deposited with the Trustee as herein described) if (1) in case any of such Certificates are to be prepaid on any date prior to their Certificate Payment Dates, the District shall have given to the Trustee in form satisfactory to it irrevocable instructions to give notice by mail pursuant to Section 11.07 to the Owners of such Certificates and to such securities information services selected by the District pursuant to Section 4.03 of the prepayment of such Certificates on such prepayment dates, and (2) there shall have been deposited with the Trustee money which shall be sufficient to pay when due the interest evidenced and represented by such Certificates on and prior to their Certificate Payment Dates or their dates of prepayment prior thereto, as the case may be, and the principal and prepayment premiums, if any, evidenced and represented by such Certificates on their Certificate Payment Dates or their dates of prepayment prior thereto, as the case may be. (c) Any Outstanding Certificates shall prior to their Certificate Payment Dates or their dates of prepayment prior thereto be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section (except that the District shall remain liable for the payment of such Certificates, but only from the money or securities deposited with the Trustee or an escrow agent as herein described) if (1) in case any of such Certificates are to be prepaid on any date prior to their Certificate Payment Dates, the District shall have given to the Trustee in form satisfactory to it irrevocable instructions to give notice by mail pursuant to Section 11.07 to the Owners of such Certificates and to such securities information services selected by the District pursuant to Section 4.03 of the prepayment of such Certificates on such prepayment dates, (2) there shall have been deposited with the Trustee or an appropriate escrow agent Federal Securities which are not subject to redemption except by the holder thereof prior to maturity (including any such Federal Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee or such escrow agent at the same time, shall be sufficient (as verified in writing by a report of an Independent Certified Public Accountant (as that term is defined in the 2010 Installment Purchase Contract) addressed to the Corporation and the District and the Trustee and the Certificate Insurer) to pay when due the interest evidenced and represented by such Certificates on and prior to their Certificate Payment Dates or their dates of prepayment prior thereto, as the case may be, and the principal and prepayment premiums, if any, evidenced and represented by such Certificates, on their Certificate Payment Dates or their dates of prepayment prior thereto, as the case may be, and (3) in the event such Certificates are not by their terms subject to prepayment within the next succeeding sixty (60) days, the District shall have given the Trustee in form satisfactory to it irrevocable instructions to give notice by mail pursuant to Section 11.07 to the Owners of such Certificates and to such securities information services selected by the District pursuant to Section 4.03 that the deposit required by clause (2) above has been made with the Trustee or such escrow agent and that such Certificates are deemed to have been paid in accordance with this section, and stating their Certificate Payment Dates or their dates of prepayment prior thereto upon which money is to be available for the payment of the interest and principal and prepayment premiums, if any, evidenced and represented by such Certificates. (d) After the payment of the interest and principal and prepayment premiums, if any, evidenced and represented by all Outstanding Certificates as provided in this section and the payment of all amounts due to the Certificate Insurer pursuant hereto or pursuant to the 2010 Installment Purchase Contract, the Trustee shall execute and deliver to the Corporation and the District all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Trust Agreement, and the Trustee shall, after payment of all fees and expenses of the Trustee hereunder, pay over or deliver to the District all money or deposits or investments held by it pursuant hereto which are not required for the payment of the interest and principal and prepayment premiums, if any, evidenced and represented by such Certificates and the payment of all amounts due to the Certificate Insurer pursuant hereto or pursuant to the 2010 Installment Purchase Contract. (e) [Notwithstanding anything contained herein to the contrary, in the event that the interest on or principal and/or interest evidenced by of any of the Certificates shall be paid by the Certificate Insurer pursuant to the Certificate Insurance Policy, the such Certificates shall remain Outstanding hereunder for all purposes, shall not be defeased or otherwise satisfied and shall not be considered paid by the CityDistrict, and the assignment and pledge of the Trust Estate hereof and all covenantsagreements, agreements covenants and other obligations of the City District to the registered owners Owners of such Certificates shall continue to exist and shall run to the benefit of the Certificate Insurer, and the Certificate Insurer shall be subrogated to the rights of such registered ownersOwners. (b) Any Outstanding Certificate or Certificates of such Series shall, prior to the maturity or prepayment date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Section 10.01 if (i) in case said Certificates are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, in accordance with the provisions of Article IV of this Trust Agreement, notice of prepayment of such Certificates on said prepayment date,]