Common use of IN TRUST NEVERTHELESS Clause in Contracts

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present and future Owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) firstforth, for the equal and proportionate benefit, benefit and security and protection of all and singular present and future Owners holders of the Bonds, from time Bonds issued and to time, be issued under and secured by this Indenture Indenture, without privilegepreference, priority or distinction as to the lien or otherwise, except as otherwise hereinafter provided, of any of the Bonds one Bond over any other Bond, by reason of the other Bonds except priority in the case of funds held hereunder for the benefit of particular Owners of Bondsissue, and (b) second, for the benefit of the Credit Provider to the extent provided hereinsale or negotiation thereof or otherwise; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, pay or cause to be paid, paid the principal of, redemption premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth mentioned in the Bonds according to the true intent and meaning thereofBonds, and shall cause the payments to be made on into the Bonds Bond Fund (as hereinafter defined) as required hereunder, under Article V hereof or shall provide, as permitted hereby, for the payment thereof by depositing with pursuant to the Trustee the entire amount due or to become due thereonprovisions of Article VII hereof, and shall well and truly cause to be kept, performed and observed perform all of its the covenants and conditions pursuant to the terms required of it by this Indenture, and shall pay or cause to be paid to the Issuer, the Trustee and any additional paying agents all sums of money due or to become due to it them in accordance with the terms and provisions hereof, then upon the such final payment thereof payments, except as provided in Article VII hereof, this Indenture and the rights hereby granted shall cease, determine terminate and the Trustee shall release this Indenture and shall execute such documents to evidence such termination and release as may be void, except to reasonably required by the extent specifically provided in Article VIII hereofIssuer or the Company; otherwise this Indenture shall to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds from time to time issued and secured hereunder are to be issued, authenticated and delivered delivered, and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged pledged, are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressedterms of this Indenture, and the Issuer has agreed and covenanted, and does hereby agree and covenant agrees with the Trustee and with the respective Owners holders and owners, from time to time, of the Bonds said Bonds, or part thereof, as follows:

IN TRUST NEVERTHELESS. upon For the terms uses and trusts herein set forth (a) firstpurposes following, for and one other – that is to say- to permit the equal and proportionate benefit, security and protection of all present and future Owners said parties of the Bondsfirst part to occupy and use the said premises, from time to timeas before described, issued under and secured by this Indenture without privilegethe profits of the same until default be made in the payment of the aforesaid note or bond, priority or distinction any portion of the interest hereon, as to the lien same shall become due and payable, and it is hereby agreed that the default in the payment of the aforesaid note or otherwise bond or any portion of the interest thereon, as the same shall become due and payable, shall be considered a default of the whole debt, and in case of any default in the payment of either the Bonds over principal or interest, as aforesaid, or any of the other Bonds except covenants herein contained, then the Trustee, on the written request of the party herein secured or its successors, shall sell the land hereby conveyed to the highest bidder at Public Auction, on the premises for CASH, after first advertising the time, terms and place thereof, once a week for at least two consecutive weeks in the case some newspaper published in the county of funds held hereunder Fairfax or Alexandria, Virginia, or by poster for the benefit of particular Owners of Bondsat least two weeks, and (b) second, for he shall convey the benefit same in fee simple to and at the cost of the Credit Provider purchaser or purchasers thereof who shall not be required to see to the extent provided herein; PROVIDEDapplication of the purchase money, HOWEVER, that if and out of the Issuer, its successors or assigns proceeds of such sale he shall well pay FIRST: the expenses of the same and truly pay, or cause a commission to be paidhimself of 5%: SECOND, the principal ofunpaid balance of the debt hereby secured, premiumand THIRD, the balance, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereofsaid Xxxxx X. Xxxxx, and shall cause the payments to be made on the Bonds as required hereunder, his heirs or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETHassigns, and it is declaredfurther agreed that if the land hereby conveyed shall be advertised for sale under the provisions of this deed and not sold, that all Bonds issued and secured hereunder are the said Trustee shall be entitled to on-half commission above provided, to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, computed on the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners amount of the Bonds as follows:unpaid debt hereby secured.

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present and future Owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds as follows:: ARTICLE I

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present and future Owners of the BondsNotes, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds Notes over any of the other Bonds Notes except in the case of funds held hereunder for the benefit of particular Owners of BondsNotes, and (b) second, for the benefit of the Credit Provider Bank to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds Notes due or to become due thereon, at the times and in the manner set forth in the Bonds Notes according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds Notes as required hereunderunder Article IV hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII VII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds Notes issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds Notes as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present and future Owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII VDT hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds as follows:: ARTICLE I

IN TRUST NEVERTHELESS. upon the terms and trusts subject to the conditions herein set forth forth, (a) first, for the equal and proportionate benefit, protection and security and protection of all present and future Owners of the Bonds, from time to timetime of the Parity Bonds issued and Outstanding under this Indenture, issued under and secured by this Indenture without privilegepreference, priority or distinction as to the lien or otherwise of any of the Parity Bonds over any other of the other Parity Bonds except as expressly provided in the case of funds held hereunder for the benefit of particular Owners of Bondsor permitted by this Indenture, and (b) second, for the benefit of the Credit Provider to the extent provided herein, for the benefit, protection and security of the Letter of Credit Provider in order to secure the obligations owed by the Lessee to the Letter of Credit Provider under the Letter of Credit Provider Documents, and (c) on a subordinate basis for the equal and proportionate benefit, protection and security of all Owners from time to time of the Subordinate Bonds issued and Outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Subordinate Bonds over any other of the Subordinate Bonds except as expressly provided in or permitted by this Indenture; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly payIssuer pays, or cause causes to be paid, the principal of, premium, if any, and interest on all the Bonds due or to become due thereonBonds, at the times and in the manner set forth mentioned in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, provides for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture(as provided in Article XII), and shall pay or cause to be paid to the Trustee all other sums of money due or to become due to it in accordance with the terms and provisions hereof, and if the Lessee has paid in full all amounts owing the Letter of Credit Provider under the Letter of Credit Provider Documents and returns the Letter of Credit to the Letter of Credit Provider for cancellation, then upon the such final payment thereof payments this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are Trust Estate is to be dealt with held and disposed of applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with for the benefit of the respective Owners from time to time of the Bonds and for the benefit of the Letter of Credit Provider, as follows:

IN TRUST NEVERTHELESS. upon under and subject to the terms and trusts herein conditions hereinafter set forth forth, (a) first, for the equal and proportionate benefit, protection and security of the Owners of any and protection of all present and future Owners of the Bonds, from all of which regardless of the time to timeor times of their issuance or maturity shall be of equal rank, issued under and secured by this Indenture without privilegepreference, priority or distinction as to the lien or otherwise of any of the Bonds over any other thereof, except as otherwise provided in or pursuant to this Indenture, (b) for securing the observance and performance of the other Bonds except in Authority's obligations and of all others of the case conditions, promises, stipulations, agreements and terms and provisions of funds held hereunder for this Indenture and the benefit of particular Owners of Bondsuses and purposes herein expressed and declared, and (bc) second, for the benefit of the Letter of Credit Provider Bank, subject and subordinate to the prior rights of the Owners and only to the extent provided herein; of payments made pursuant to the Letters of Credit that have not been reimbursed by the Company. PROVIDED, HOWEVER, that if the IssuerAuthority, its successors or assigns shall assigns, well and truly paypays, or cause causes to be paid, the principal of, premium, of the Bonds issued hereunder and the premium (if any, ) and interest on the Bonds due or to become due thereon, and the Purchase Price thereof, at the times and in the manner set forth mentioned in the Bonds and as provided herein, according to the true intent and meaning thereof, and shall cause the payments to be made on into the Bonds Bond Fund as required hereunderunder Article VI hereof, or shall provide, as permitted hereby, for the payment thereof by depositing in accordance with the Trustee the entire amount due or to become due thereonArticle XI hereof, and shall well and truly cause to be keptkeep, performed perform and observed observe all of its the covenants and conditions pursuant to the terms of this IndentureIndenture and all other of the Authority's obligations to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments or deposits as provided in Article XI hereof, and upon the final payment thereof this Indenture termination of the Agreement, the right, title and interest of the rights hereby granted Trustee in and to the Trust Estate shall cease, determine terminate and be void, except and the Trustee shall thereupon assign, transfer, and turn over the Trust Estate to the extent specifically provided Letter of Credit Bank; provided, that if the Trustee shall have received written evidence from the Letter of Credit Bank that all obligations of the Company under the Reimbursement Agreement have been satisfied and that the Reimbursement Agreement has been terminated, or if no Letter of Credit shall then be in Article VIII place for any Series of Bonds, the Trust Estate corresponding thereto shall be assigned, transferred and turned over to the Company; and the Trustee shall execute and deliver to the Authority, the Letter of Credit Bank and the Company, as appropriate, such instruments in writing as shall be requisite to evidence such transfer of the Trust Estate. Upon the Trustee's assignment, transfer and turning over to the Letter of Credit Bank or the Company, as appropriate, of the Trust Estate pursuant to the provisions of Section XI hereof; otherwise , the Trustee shall have no further duties, responsibilities or obligations under and pursuant to this Indenture shall remain in full force and effectIndenture. THIS INDENTURE FURTHER WITNESSETH, and it is declared, AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, of the amounts payable under the Agreement and any other amounts Trust Estate hereby assigned and pledged are is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein hereinafter expressed, and the Issuer Authority has agreed and covenanted, covenanted and intending to be legally bound does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds Bonds, or any part thereof as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, ratable benefit and security and protection of all present and future Owners of the Bonds, Holders from time to time, issued under and secured by this Indenture time of all Outstanding Securities without privilege, any priority or distinction as to the lien or otherwise of any of the Bonds such Security over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided hereinsuch Security; PROVIDED, HOWEVER, that if the Issuerright, its successors title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article IX or assigns shall well Article XIV hereof, and truly payif, or cause to be paidthereafter, the principal of, of and premium, if any, and interest interest, if any, on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according Securities shall have been paid to the true intent and meaning Holders thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall providehave been paid to the Company pursuant to Section 6.03 hereof, as permitted herebythen and in that case this Indenture shall terminate, for the payment thereof by depositing with and the Trustee the entire amount due or to become due thereon, shall execute and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant deliver to the terms of Company such instruments as the Company shall require to evidence such termination; otherwise this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms estate and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted granted, shall cease, determine be and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, ; and it is declared, IT IS HEREBY COVENANTED AND AGREED by and between the Company and the Trustee that all Bonds issued and secured hereunder the Securities are to be issued, authenticated and delivered delivered, and all said property, rights and interests, including, without limitation, that the amounts payable under the Agreement and any other amounts hereby assigned and pledged are Mortgaged Property is to be dealt with and disposed of underheld, upon and subject to the terms, conditions, stipulations, further covenants, agreements, trusts, uses conditions and purposes as herein expressedtrusts hereinafter set forth, and the Issuer has agreed Company hereby covenants and covenanted, and does hereby agree and covenant with the Trustee agrees to and with the respective Owners Trustee, for the equal and ratable benefit of all Holders of the Bonds Securities, as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein and in the Original Indenture set forth (a) first, forth; this first Supplemental Indenture being made for the equal purpose, inter alia, of subjecting the real estate and proportionate benefit, security premises and protection of all present and future Owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as other property above described (other than property excluded above) to the lien or otherwise of any and operation of the Bonds over any Indenture, so that the same shall be held specifically by the Trustee under and subject to the terms and conditions of the Indenture in identically the same manner and for the same trusts, uses and purposes, aa though the said real estate and premises and other Bonds except property had been specifically described in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided hereinOriginal Indenture; PROVIDED, HOWEVER, and these presents are upon the condition that if the IssuerCompany, its successors or assigns assigns, shall well and truly pay, pay or cause to be paid, paid the principal ofof and interest on all said bonds, together with the premium, if any, and interest payable on the Bonds due or such of said bonds as may have been called for redemption prior to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereundermaturity, or shall provide, as permitted herebyby the Indenture, for the payment thereof by depositing depositiug with the Trustee the entire amount due or to become due thereonthereon for principal, interest and premium, if any, and if the Company shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall also pay or cause to be paid to all other sums payable under the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereofIndenture by it, then upon the final payment thereof this Indenture and the estate and rights hereby thereby granted shall cease, determine and be void, except otherwise to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE IT IS HEREBY FURTHER WITNESSETHCOVENANTED, DECLARED AND AGREED by and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, between the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, Company and the Issuer has agreed Trustee, for the benefit of those who shall hold said bonds and covenantedcoupons or any of them, and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present and future Owners holders and owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided herein; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted herebyherein, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said propertyProperty, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, subject to the limitations of Section 2.04 hereof, and the Issuer has agreed and covenanted, covenanted and does hereby agree and covenant with the Trustee and with the respective Owners holders and owners of the Bonds as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present Holders and future Owners owners of the Bonds, from time to time, Bonds issued under and secured by this Indenture Indenture, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in others of the case of funds held hereunder for the benefit of particular Owners of Bonds, and (b) secondexcept as otherwise expressly provided in this Indenture, for the benefit of the Credit Provider to the extent provided herein; PROVIDEDprovided, HOWEVERhowever, that if the Issuer, its successors or assigns assigns, shall well and truly pay, or cause to be paid, the principal of, and any applicable redemption premium, if any, and interest on of the Bonds and the interest due or to become due thereon, at the times and in the manner set forth provided in the Bonds according to the true intent and meaning thereof, thereof and shall cause make the payments to be made on into the Bonds Bond Fund as required hereunder, under this Indenture or shall provide, as permitted hereby, for the payment thereof by depositing or causing to be deposited with the Trustee the entire amount due or to become due thereonsufficient amounts, and shall well and truly cause to be keptkeep, performed perform and observed observe all of its the covenants and conditions pursuant to the terms of this IndentureIndenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the such final payment thereof payments this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is declaredexpressly declared that, that all the Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said propertyloan payments, rights revenues and interests, including, without limitation, the amounts payable under the Agreement and any other amounts receipts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective Owners Holders and owners, from time to time of the Bonds or any part thereof, as follows, that is to say:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal pro rata benefit and proportionate benefit, security of each and protection every person or corporation who may be or become the holders of all present bonds and future Owners of the Bonds, from time to time, issued under and coupons secured by this the Original Indenture or by any indenture supplemental thereto, or both, without privilegepreference, priority or distinction as to the lien or otherwise of any bond or coupon over or from any other bond or coupon, so that each and every of said bonds and coupons issued or to be issued, of whatsoever series, shall have the Bonds over any of same right, lien and privilege under the other Bonds except Original Indenture and all indentures supplemental thereto and shall be equally secured hereby and thereby, with the same effect as if said bonds and coupons had all been made, issued and negotiated simultaneously on the date thereof; subject, however, to the provisions with reference to extended, transferred or pledged coupons and claims for interest contained in the case of funds held hereunder for the benefit of particular Owners of BondsOriginal Indenture and subject to any sinking or improvement fund or maintenance deposit provisions, and (b) secondor both, for the benefit of any particular series of bonds. IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the Credit Provider to the extent provided herein; PROVIDED, HOWEVERparties hereto, that if the Issuer, its successors or assigns shall well all such bonds and truly pay, or cause coupons are to be paidauthenticated, the principal of, premium, if anydelivered and issued, and interest on the Bonds due that all property subject or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments subject hereto is to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and held subject to the termsfurther covenants, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressedtrusts hereinafter set forth, and the Issuer has agreed Company, for itself and covenantedits successors and assigns, and does hereby covenant and agree to and covenant with the Trustee and with its successor or successors in said trust, for the respective Owners benefit of the Bonds those who shall hold said bonds and coupons, or any of them, issued under this Indenture or any indenture supplemental hereto, or both, as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) firstof the Indenture, for those who shall hold the equal bonds and proportionate benefitcoupons issued and to be issued thereunder, security and protection or any of all present and future Owners of the Bondsthem, from time to time, issued under and secured by this Indenture without privilegepreference, priority or distinction as to the lien or otherwise of any of the Bonds said bonds and coupons over any others thereof by reason of priority in the time of the other Bonds except issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the case of Indenture (and subject to any sinking funds held hereunder that may be created for the benefit of any particular Owners of Bonds, and (b) second, for the benefit of the Credit Provider to the extent provided herein; series). PROVIDED, HOWEVER, that and these presents are upon the condition that, if the IssuerCompany, its successors or assigns assigns, shall well and truly pay, pay or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereonsaid bonds, at the times and in the manner set forth in the Bonds according to the true intent stipulated therein and meaning thereofherein, and shall cause keep, perform and observe all and singular the payments to be made on covenants and promises in said bonds and in the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause Indenture expressed to be kept, performed and observed all by or on the part of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereofCompany, then upon the final payment thereof this Supplemental Indenture and the estate and rights hereby granted shall cease, determine and be void, except otherwise to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETHIT IS HEREBY COVENANTED, and it is declaredDECLARED AND AGREED, by the Company, that all Bonds issued such bonds and secured hereunder coupons are to be issued, authenticated and delivered delivered, and that all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are property subject or to become subject hereto is to be dealt with and disposed of underheld, upon and subject to the termsfurther covenants, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressedtrusts in the Indenture set forth, and the Issuer has agreed Company, for itself and covenantedits successors and assigns, and does hereby covenant and agree to and covenant with the Trustee and with its successor or successors in such trust, for the respective Owners benefit of the Bonds those who shall hold said bonds and interest coupons, or any of them, as follows:

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for the equal and proportionate benefit, security and protection of all present holders and future Owners owners of the Bonds, from time to time, Bonds issued under and secured by this Indenture without privilege, preference, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds except in the case of funds held hereunder Bonds; and for the benefit of particular Owners of Bondsbenefit, security and (b) second, for the benefit protection of the Credit Provider to the extent provided herein; Bank as described above. PROVIDED, HOWEVER, that if the Issuer, its successors or assigns assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth mentioned in the Bonds Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made on into the Bonds Bond Fund as required hereunderunder Article 4 hereof and shall pay all amounts owing to the Bank under the Reimbursement Agreement and return the Letter of Credit to the Bank for cancellation, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be keptkeep, performed perform and observed observe all of its the covenants and conditions pursuant to the terms of this IndentureIndenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon the such final payment thereof payments this Indenture and the rights hereby granted shall cease, determine terminate and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered delivered, and all said property, rights revenues and interests, including, without limitation, the amounts payable under the Agreement receipts hereby pledged and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant covenant, with the Trustee and with the respective Owners holders and owners, from time to time, of the Bonds and the Bank, as follows:follows (provided that, in the performance of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be a general debt on its part or a charge against its general credit but shall be payable solely from the Trust Estate, including the Revenues):

IN TRUST NEVERTHELESS. upon the terms and trusts herein set forth (a) first, for For the equal and proportionate benefit, benefit and security and protection of all present and future Owners holders of the Bonds, from time bonds and interest obligations issued or to time, be issued under the Indenture, and secured for the enforcement of the payment of said bonds and interest obligations when payable and the performance of and compliance with the covenants and conditions of the Indenture as supplemented by this Indenture supplemental indenture, without privilegepreference, priority or distinction distinction, as to the lien or otherwise of any series of the Bonds bonds over any other series of the bonds, or of any one bond over any other Bonds except bonds, by reason of priority in the case of funds held hereunder for issue or negotiation thereof or otherwise, so that each and every bond issued or to be issued under the benefit of particular Owners of BondsIndenture or secured thereby shall have the same right, lien and privilege under the Indenture as supplemented by this supplemental indenture, and (b) second, for the benefit of the Credit Provider to the extent provided herein; PROVIDED, HOWEVER, so that if the Issuer, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereonof every such bond, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required hereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant subject to the terms of this the Indenture as so supplemented, be equally and proportionately secured thereby as if all had been duly made, executed, delivered, sold and negotiated simultaneously with the execution and delivery of the Indenture, it being intended that the lien and security of the Indenture shall pay take effect from the date of the execution and delivery thereof without regard to the time of such actual issue, sale or cause disposition of said bonds, and as though upon said date all of said bonds had been actually issued, sold and delivered to, and were in the hands of, holders thereof for value. AND IT IS HEREBY FURTHER COVENANTED AND DECLARED, That all such bonds are issued and certified and delivered, or to be paid issued and certified and delivered, and the mortgaged premises and property are to be held by the Trustee, subject to the Trustee all sums of money due or to become due to it further covenants, conditions, uses and trusts in accordance with the terms and provisions hereofIndenture, then upon the final payment thereof as supplemented by this Indenture and the rights hereby granted shall ceasesupplemental indenture, determine and be void, except to the extent specifically provided in Article VIII hereof; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETHset forth, and it is declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the Issuer has agreed and covenanted, covenanted by BGE and does hereby agree and covenant Generation with the Trustee and with the respective Owners holders from time to time of bonds issued under the Bonds Indenture as follows: