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. 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 occurredTransferors); (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 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)Trustee.

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 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 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 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 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 (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 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 (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 Authority shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in the principal amount of $5,000 or any integral multiple thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Authority shall pay or cause to be paid to the Owners of all the Bonds secured hereby the principal of and premium, if any, and interest due and payable, and thereafter to become due and payable, thereon, and shall pay or cause to be paid all other sums payable hereunder including, without limitation, amounts payable pursuant to Section 10.04 hereof, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over to the Company the Trust Estate, including, without limitation, any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture. All or any portion of Outstanding Bonds or portions of Bonds in principal amounts of $5,000 or any integral multiple thereof, shall prior to the maturity or redemption date 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 (A) hereofthis Article VIII, and the entire indebtedness of the Authority with respect thereof shall be satisfied and discharged, when (a) in the event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.02 hereof, the Trustee shall have given, or the Company shall have given to the Trustee in form satisfactory to it irrevocable instructions to give, on a date in accordance with the provisions of this IndentureSection 3.03 hereof, as it relates notice of redemption of such Bonds or portions thereof, (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Government Obligations which shall not contain provisions permitting the redemption thereof at the option of the issuer, the principal of and the interest on which, when due, and without regard to such outstanding Debenturesany reinvestment thereof, shall no longer be in effect (and will provide moneys which, together with the moneys, if any, deposited with or held by the Trustee, at shall be sufficient, to pay when due the expense principal of and premium, if any, and interest due and to become due on said Bonds or portions thereof on and prior to the Companyredemption date or maturity date thereof, shallas the case may be, upon and (c) in the request of event said Bonds or portions thereof do not mature and are not to be redeemed within the Companynext succeeding sixty (60) days, execute proper instruments supplied the Company shall have given the Trustee in form satisfactory to it by irrevocable instructions to give, as soon as practicable in the Company acknowledging the same), except same manner as to: (i) the rights a notice of Holders of Debentures redemption is given pursuant to receive, solely from the trust funds described in subparagraph (A) Section 3.03 hereof, payments a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VIII and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof. Neither the Government Obligations nor moneys deposited with the Trustee pursuant to this Article VIII nor principal or interest payments on any such Government Obligations shall be withdrawn or used for any purpose other than, and such Government Obligations, moneys and principal or interest payments shall be held in trust for, the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities payment of the Trustee hereunderprincipal of and premium, if any, and interest on said Bonds or portions thereof; provided 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 purposes, shall, to the terms extent practicable, be invested in Government Obligations of an escrow trust agreement satisfactory the type described in clause (b) of the preceding paragraph maturing at times and in amounts sufficient to pay when due the principal of and premium, if any, and interest to become due on said Bonds or portions thereof on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Company, as received by the Trustee, as trust funds in trust for the purpose free and clear of making the following paymentsany trust, 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 lien or pledge hereunder. If payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will less than all the Bonds is to be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, provided for in the opinion of a nationally recognized firm of independent public accountants expressed manner and with the effect provided 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 underthis Article VIII, the Indenture Trustee shall select such Bonds or any other material indenture, agreement or other instrument binding upon portions of Bonds in the Company or its subsidiaries or any manner specified by Section 3.02 hereof for selection for redemption of their properties or assets; (D) less than all Bonds in the Company shall have delivered principal amount designated to the Trustee an Officers' Certificate and an Opinion of Counsel by the Company. At or prior to the effect that (1) time 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 deposit 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 any Government Obligations with 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 pursuant 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 Debentures8.01, the Company shall continue provide the Trustee with a certificate of an accountant or an accounting firm as to have the right sufficiency of such Government Obligations to cause a Remarketing pay when due the principal of and premium, if any, and interest due and to become due as set forth in clause (b) 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)preceding paragraph.

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: (Ai) 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; (Bii) 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; (iii) 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; (Div) 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 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 occurredoccurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law 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; (Ev) if the Securities of such series are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Officers' Certificate stating Opinion of Counsel to the effect that the deposit was not made defeasance contemplated by the Company with the intent of preferring the Holders over any other creditors this Section 8.02 of the Company or with Securities of such series will not cause the intent Securities 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 series to be qualified under such Act or exempt from regulation thereunderdelisted; and (Gvi) 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 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. 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 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: (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 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 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; (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 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 (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 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 8.02 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 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: (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 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 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; (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 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 8.2 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 (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 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 8.2 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company's obligations in Sections 2.2 through 2.12, 4.1, 4.2, 7.7, 7.8 and 8.5 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 7.7 and 8.5 shall survive.

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. 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. The Company (a) When principal or redemption price (as the case may be) of, and interest on, any Obligations issued hereunder has been paid, or provision shall have been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the County, the right, title and interest of the Trustee with respect to such Obligations shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the County shall in all events remain liable under the Facilities Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid or provision shall have been made for payment of the same. (b) Provision for the payment of the Obligations shall be deemed to have been discharged from its obligations made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of the outstanding Debentures such Obligations, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Obligations, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Obligations; provided that, to the extent such deposit does not consist of uninvested cash, the Trustee shall have received a report of an independent accountant or firm of accountants selected by the Corporation verifying that the computations of the deposit referred amount available from Defeasance Obligations when added to in subparagraph any cash available shall be sufficient to meet the requirements hereof. (Ac) hereofNeither the obligations nor the moneys deposited with the Trustee pursuant to this Section 9.1 shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, 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 payment of the principal or redemption price of, and interest on, said Obligations. (d) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of or interest on the outstanding Debentures on Obligations more than 60 days prior to the date that such payments Obligations are due; andto mature or be redeemed, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the Series 2020 Notes for the payment of which such moneys or obligations are being held, to the Holders of Obligations for the payment of which such moneys or obligations are being held. (iie) the rightsPrior to any defeasance becoming effective under this Trust Agreement, powers, trust and immunities of the Trustee hereunder; provided that the following conditions there shall have been satisfied: (A) delivered to the Company shall have depositedTrustee an opinion of Bond Counsel, 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) interest on 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 Obligations being paid by such Opinion of Counsel shall confirm that, the Holders defeasance will not recognize income, gain or loss for federal become subject to Federal income tax purposes as a result taxation by reason 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.

Defeasance. The Company shall Except as provided below, the Issuer 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 and the Cable Guarantees will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall, upon shall execute instruments in form and substance satisfactory to the request of Issuer and the Company, execute proper instruments supplied to it by the Company Trustee 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 shall have deposited, or caused to be deposited, Issuer 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 for the purpose of making the following payments, specifically pledged as security for for, and dedicated solely to the benefit of the to, 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; (Bii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no Default 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; (Div) the Company Issuer 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 Federal income tax purposes as a result of such deposit, defeasance and discharge the Issuer’s exercise of its 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 based upon a change in law 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 (Ev) the Company shall have 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 9.02 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Issuer’s obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 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)Issuer’s obligations in Sections 5.06 and 9.05 shall survive.

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 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 (irrevocable 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 (1) either (x) a ruling directed to the Trustee received from the United States 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 8.2 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; , (Ey) the Company shall have delivered an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law, or (z) an instrument, in form reasonably satisfactory to the Trustee, wherein the Company, notwithstanding the payment and discharge, pursuant to this Section 8.2, of its indebtedness in respect of Securities of any series, or any portion of the principal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee an Officers' Certificate stating such additional sums of money, if any, or additional U.S. Government Obligations (meeting the requirements of this Article 8), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or U.S. Government Obligations theretofore so deposited, to pay when due the Principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors obligation of the Company or with to make additional deposits as aforesaid shall be subject to the intent delivery to the Company by the Trustee of defeatinga notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, hinderingselected by the Trustee, delaying or defrauding any other creditors showing the calculation thereof, and (2) an Opinion of Counsel to the effect that the Holders of the Company; (F) Securities of 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 8.2 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 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 7.7 and 8.5 shall survive.

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 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. The Company (a) If and when the Obligation or a portion thereof shall be deemed paid and discharged in any one or more of the following ways: (1) By paying or causing to have been discharged from its obligations be paid the principal of and interest with respect to such Obligation, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before maturity, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid such Obligation, including all principal and interest; or (3) By depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are noncallable in such amount as shall be certified to the City in a report by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged the Obligation (including all principal and interest) at its maturity or redemption date, which deposit may be made in accordance with the provisions of Section 7 of the outstanding Debentures on Purchase Agreement; notwithstanding that the Obligation shall not have been surrendered for payment, all obligations of the Trustee and the City shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owner all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the Obligation shall continue to represent direct and proportionate interests of the Owner in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the payment to be made to the Owner or for the payment of any other amounts due and payable by the City hereunder or under the Purchase Agreement, shall be paid over to the City. (c) The Obligation or any portion thereof may be paid and discharged as provided in this Section; provided however, that if principal represented by the Obligation is to be redeemed, notice of such redemption shall have been given in accordance with the provisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which the Obligation or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if the Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subparagraph subsections (A2) hereofor (3) of this Section, the Trustee shall give notice of such deposit by Electronic Means to the Owner. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the provisions for payment of the Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the City may rely upon a Special Counsel’s Opinion to the effect that the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer subsection will not 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 breached 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 so providing 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)Obligation.

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 of America, in such principal amount, bearing interest at such rates and with such maturities as will provide, without reinvestment, sufficient amounts to pay principal or Purchase Price of, premium, if any, and interest on the Bonds as and when such amounts become due and, prior to the Fixed Rate Conversion Date or change to the Fixed Rate, as applicable, to pay the Purchase Price thereof whenever the same may be deemed to payable, as determined through a verification report or computation, which may be 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 of America 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 or Purchase Price 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 I 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 Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (Section 204 and the Trusteeprincipal of, at premium, if any, and interest on the expense Bonds shall not, in fact, have been actually paid in full, no amendment to the provisions of this Section 204 will be made without the consent of the owner of each of the Bonds affected thereby. Subject to Section 808(b), any defeasance of the Bonds shall require the prior written consent, which consent shall not be unreasonably withheld, of the Bond Insurer. Notwithstanding anything herein to the contrary, in 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 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. Section 1701 of the Base Indenture shall be superseded by this Section 2.12. The Company shall be deemed to have been discharged from its their obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A1) 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 (Aa) hereof, payments of the principal of or interest on the outstanding Outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and immunities of the Trustee hereunderhereunder and the duties of the Trustee under Section 402 of the Base Indenture and the duty of the Trustee to authenticate Debentures issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (A1) 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 DebenturesHolders, 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; (B2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C3) 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; (D4) the Company shall have delivered to the Trustee an Officers' Certificate 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 (2B) since the date of execution of this First Second 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; (E5) 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; (F6) 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 (G7) 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 (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 (A) Subject to the provisions of Article IX if the Issuer shall pay or cause to be paid to the owners of the Notes the principal and interest, including deferred interest whether or not then due to become due thereon and at the times and in the manner stipulated therein and in this Trust Agreement the pledge of the Pledged Assets, including any Revenues Recoveries of Principal and other moneys securities funds and property hereby pledged and all other rights granted hereby in favor of the Note Owners shall be discharged and satisfied In such event the Trustee shall upon the request of the Issuer execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Fiduciaries shall pay over or deliver to the Issuer all moneys or securities held by them pursuant to this Trust Agreement which are not required for the payment of Notes not theretofore surrendered for such payment. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the owners of all Outstanding Notes the principal and interest due or to become due thereon at the times and in the manner stipulated therein and in this Trust Agreement, such Notes 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 Notes shall thereupon cease, terminate and become void and be discharged and satisfied. (B) Notes for the payment of which Eligible Funds shall have been set aside and shall be held in trust by the Fiduciaries (through deposit by the Issuer of funds for such payment or otherwise) shall, at the maturity thereof, be deemed to have been discharged paid within the meaning and with the effect expressed in subsection (A) of this Section All Notes shall, prior to the maturity thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (A) of this Section if (i) there shall have been deposited with the Trustee, funds consisting of moneys or non-callable direct obligations of or guaranteed by the United States of America the principal of and the interest on which when due, will provide moneys which shall be sufficient to pay when due the principal and redemption price if applicable of and interest due and to become due on said Notes on the maturity date thereof or earlier redemption date and (ii) the Issuer shall have given the Trustee in form satisfactory to it irrevocable instructions to give notice by mail as soon as practicable to the owners of such Notes that the deposit required by (i) above has been made with the Trustee and that said Notes are deemed to have been paid in accordance with this Section and stating such maturity upon which moneys are to be available for the payment of the principal on said Notes Neither (i) non-callable direct obligations of the United States of America or moneys deposited with the Trustee pursuant to this Section nor (ii) principal or interest payments on any such Investment Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for the payment of the principal of and interest on said Notes but any cash received from its such principal or interest payments on such Investment Securities deposited with the Trustee if not then needed for such purpose shall, to the extent practicable and permitted by Section 6.6 hereof, be reinvested in Investment Securities maturing at times and in amounts sufficient to pay when due the principal and interest to become due on said Notes on and prior to such maturity date thereof, as the case may be and interest earned from such reinvestments not needed to redeem Notes shall be paid over to the Issuer as received by the Trustee free and clear of any trust lien or pledge For the purposes of this Section Investment Securities means and includes only such non-callable obligations as are described in clause (1) of the definition of Investment Securities herein. (C) The deposit required by subsection (B) hereof may be made with respect to all Notes within any particular maturity in which case such maturity 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, Notes shall no longer be in effect (deemed to be Outstanding under the terms of this Trust Agreement, and the TrusteeOwners of such defeased Notes shall be secured only by such trust funds and not by any other part of the Pledged Assets, and this Trust Agreement shall remain in full force and effect to protect the interests of the Owners of Notes remaining Outstanding thereafter. (D) Anything in this Trust Agreement to the contrary notwithstanding, subject to the applicable provision of the law of the State, any moneys held by a Fiduciary in trust for the payment and discharge of any of the Notes which remain unclaimed for six years after the date when all of the Notes have become due and payable if such moneys were held by the Fiduciary at such date, or for six years after the date of deposit of such moneys if deposited with the Fiduciary after the said date when all of the Notes became due and payable shall at the written request of the Issuer be repaid by the Fiduciary to the Issuer, as the Issuer's absolute property and free from trust and the Fiduciary shall thereupon be released and discharged except that before being required to make any such payment the Fiduciary shall, at the expense of the Company, shall, upon the request Issuer cause to be published at least twice at an interval of the Company, execute proper instruments supplied to it not less than seven days between publications in a newspaper of general circulation selected by the Company acknowledging the same)Issuer, except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described notice that said moneys remain unclaimed and that after a date named in subparagraph (A) hereof, payments of the principal of or interest on the outstanding Debentures on the said notice which 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 less 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 ten nor more than twenty days after the date of the first publication 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 undernotice, 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 balance of such deposit, defeasance and discharge and moneys then unclaimed will be subject to federal income tax on the same amount and in the same manner and at the same times paid 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)provided herein.

Defeasance. The Company (a) If the Corporation shall pay or cause to be deemed paid to have been discharged from its obligations with respect to all the Holders of Bonds of a Series the outstanding Debentures on the date principal or Redemption Price 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 Trusteeinterest thereon, at the expense times and in the manner stipulated therein, herein, and in the applicable Supplemental Indenture, then the pledge of the CompanyTrust Estate and all other rights granted hereby to such Bonds shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the CompanyCorporation, execute proper instruments supplied and deliver such documents to it evidence such discharge and satisfaction as may be reasonably required by the Company acknowledging Corporation, and all money or investments thereof held by it pursuant hereto and to the same)applicable Supplemental Indenture which are not required for the payment or redemption of Bonds of such Series shall be paid or delivered by the Trustee as follows: First, except as toto each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. Such money or investments thereof so paid or delivered shall be released from any trust, pledge, lien, encumbrance or security interest created hereby. (b) Bonds for the payment or redemption of which money shall have been set aside and shall be held in trust by the Trustee (through deposit of money for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section. All Outstanding Bonds of any Series or any maturity within a Series or a portion of a maturity within a Series 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 if: (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the rights Corporation shall have given to the Trustee, in form satisfactory to it, irrevocable instructions to give as provided in Article IV hereof notice of Holders redemption on said date 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; andBonds; (ii) the rights, powers, trust and immunities of the Trustee hereunder; provided that the following conditions there shall have been satisfied: (A) deposited with the Company Trustee either money in an amount which shall have depositedbe sufficient, or caused to be deposited, irrevocably with Defeasance Securities 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 will provide money which, together with the Debentures on money, if any, deposited with the dates such payments Trustee at the same time, shall be sufficient in the judgment of principal a firm of independent certified public accountants to pay when due the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, and interest are due and payableto become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be; (Biii) no Default or Event of Default with respect in the event said Bonds are not to be redeemed within the next succeeding sixty (60) days, the Corporation shall have given the Trustee, in form satisfactory to it, irrevocable instructions to give, as soon as practicable, by first class mail, postage prepaid, to the Debentures shall have occurred and be continuing Holders of said Bonds at their last known addresses appearing on the date registration books, a notice to the Holders of such depositBonds that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which money is to be available for the payment of the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on said Bonds; (Civ) such deposit and in the related intended consequences will event said Bonds do not result in then bear interest at a breach stated rate per annum to their respective maturity dates or violation of, are subject to mandatory or constitute a default or event of default underoptional tender, the Indenture or any other material indenture, agreement or other instrument binding upon Corporation shall have delivered Rating Confirmations to the Company or its subsidiaries or any of their properties or assets;Trustee; and (Dv) the Company Corporation shall have delivered to the Trustee an Officers' Certificate and an Opinion opinion of Bond Counsel to the effect that said Bonds having been deemed to have been paid as provided in this Section would not (1A) cause said Bonds to be considered to have been “reissued” for purposes of Section 1001 of the Company has received fromCode and (B) adversely affect the exclusion of interest on any Tax Exempt Bond from gross income for purposes of federal income taxation. The Corporation shall give written notice to the Trustee of its selection of the Series and maturity payment of which shall be made in accordance with this Section. The Trustee shall select the Bonds of like Series and maturity payment of which shall be made in accordance with this Section in the manner provided in Section 4.04 hereof. Neither the Defeasance Securities nor money deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal, Sinking Fund Installments, if any, or there has been published Redemption Price, if applicable, of and interest on said Bonds; provided, however, that any money received from such principal or interest payments on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest to become due on said Bonds on and prior to such redemption date or maturity date hereof, as the case may be. Any income or interest earned by, or increment to, the Internal Revenue Service a ruling (investment of any such money so deposited, shall, to the extent certified by the Trustee to be in excess of the amounts required hereinabove to pay the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on such Bonds, as realized, be paid by the Trustee as follows: First, to each Provider the Provider Payments which ruling have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. The money so paid by the Trustee shall be satisfactory released of any trust, pledge, lien, encumbrance or security interest created hereby. (c) For purposes of determining whether Variable Interest Rate Bonds shall be deemed to have been paid prior to the Trustee)maturity or redemption date thereof, as the case may be, by the deposit of money, or Defeasance Securities and money, if any, in accordance with clause (2ii) since of the date second sentence of execution paragraph (b) of this First Supplemental IndentureSection 12.01, there has been a change in the applicable federal income tax law, in either case interest to come due on such Variable Interest Rate Bonds on or prior to the effect thatmaturity date or redemption date thereof, and based thereon such Opinion of Counsel as the case may be, shall confirm thatbe calculated at the Maximum Interest Rate permitted by the terms thereof; provided, the Holders will not recognize incomehowever, gain or loss for federal income tax purposes that if on any date, as a result of such depositVariable Interest Rate Bonds having borne interest at less than such Maximum Interest Rate for any period, defeasance the total amount of money and discharge and will be subject to federal income tax Defeasance Securities on deposit with the same Trustee for the payment of interest on such Variable Interest Rate Bonds is in excess of the total amount and in the same manner and at the same times as which would have been required to be deposited with the case Trustee on such date in respect of such Variable Interest Rate Bonds in order to satisfy clause (ii) of the second sentence of paragraph (b) of this Section 12.01, the Trustee shall pay the amount of such excess as follows: First, to each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. The money so paid by the Trustee shall be released of any trust, pledge, lien, encumbrance or security interest created hereby. (d) Option Bonds shall be deemed to have been paid in accordance with clause (ii) of the second sentence of paragraph (b) of this Section 12.01 only if, in addition to satisfying the requirements of clauses (i) and (iii) of such sentence, there shall have been deposited with the Trustee money in an amount which shall be sufficient to pay when due the maximum amount of principal of and premium, if any, and interest on such Bonds which could become payable to the Holders of such Bonds upon the exercise of any options provided to the Holders of such Bonds; provided, however, that if, at the time a deposit is made with the Trustee pursuant to paragraph (b) of this Section 12.01, the options originally exercisable by the Holder of an Option Bond are no longer exercisable, such Bond shall not be considered an Option Bond for purposes of this paragraph (d). If any portion of the money deposited with the Trustee for the payment of the principal of and premium, if any, and interest on Option Bonds is not required for such purpose, the Trustee shall, if requested by the Corporation, pay the amount of such excess as follows: first, to each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. The money so paid by the Trustee shall be released of any trust, pledge, lien, encumbrance or security interest created hereby. (e) Anything herein to the contrary notwithstanding, any money held by the Trustee or a Paying Agent in trust for the payment and discharge of any of the Bonds of a Series or the interest thereon which remain unclaimed for one (1) year after the date when all of the Bonds of such Series have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such depositmoney was held by the Trustee or Paying Agent at such date, defeasance or for one (1) year after the date of deposit of such money if deposited with the Trustee or Paying Agent after said date when all of the Bonds of such Series become due and discharge had not occurred; payable, or one (E1) year after the Company shall have delivered date when the principal or Redemption Price of or interest on the Bonds for which said money is held was due and payable, shall, at the written request of the Corporation, be repaid by the Trustee or Paying Agent to the Corporation as its absolute property and free from trust, and the Trustee an Officers' Certificate stating that the deposit was not made by the Company or Paying Agent shall thereupon be released and discharged with the intent of preferring respect thereto and 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 Bonds 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 look only to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to Corporation for 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 payment of such adjusted date of maturity (i.e., 180 days following the Remarketing Date)Bonds.

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. (a) The Company provisions of Sections 1402 and 1403 of the Senior Indenture, together with the other provisions of Article XIV of the Senior Indenture, shall be deemed applicable to have been the Notes. The provisions of Section 1403 of the Senior Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental Indenture and to those covenants specified in Section 1403 of the Senior Indenture. (b) The Company, at its option (i) will be discharged from any and all obligations in respect to the Notes (except for certain obligations to register the transfer or exchange of the Notes, to replace destroyed, stolen, lost or mutilated Notes, and to maintain an office or agency in respect of the Notes and hold moneys for payment in trust) or (ii) will be released from its obligations to comply with respect to all the provisions of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) Section 2.4 hereof, and the provisions occurrence of this Indenture, as it relates an Event of Default pursuant to such outstanding Debentures, Section 501 of the Senior Indenture shall no longer be an Event of Default if, in effect (and either case, the Company irrevocably deposits with the Trustee, at the expense in trust, money or United States Government Obligations that through payment of the Company, shall, upon the request of the Company, execute proper instruments supplied interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient 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 pay all of the principal of or (and premium, if any) and any 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 Notes on the dates such payments of principal or interest are due and payable;(which may include one or more Redemption Dates designated by the Company) in accordance with the terms of such Notes. (Bc) Such a trust may only be established if, among other things, (i) no Default or Event of Default or event which with respect to the Debentures giving of notice or lapse of time, or both, would become an Event of Default under the Indenture 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; (Dii) 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, holders of the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date Notes 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 United States Federal income tax purposes as a result of such deposit, deposit or defeasance and discharge and will be subject to federal United Stated 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) . In the event the Company shall have delivered omits to comply with its remaining obligations under 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 Indenture after a defeasance of the DebenturesIndenture with respect to the Notes and the Notes are declared due and payable because of the occurrence of any undefeased Event of Default, the amount of money and United States Government Obligations on deposit with the Trustee may be insufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default. However, the Company shall continue will remain liable in respect 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)payments.

Defeasance. The Company (a) If and when the Obligations shall be deemed paid and discharged in any one or more of the following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall be certified to the Trustee and the City in a verification report by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by the Obligations at the payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been discharged from its surrendered for payment, all obligations of the Trustee and the City with respect to all such Outstanding Obligations shall cease and terminate, except only the obligation of the outstanding Debentures on Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the payment to be made to the Owners or for the payment of any other amounts due and payable by the City hereunder or under the Purchase Agreement, shall be paid over to the City. (c) The Obligations may be paid and discharged as provided in this Section; provided however, that if principal represented by the Obligations is to be prepaid, notice of such prepayment shall have been given in accordance with the provisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which the Obligations are to be prepaid and as to the giving of notice of such prepayment; and provided further, that if the Obligations will not be payable within sixty (60) days of the deposit referred to in subparagraph subsections (A2) hereofor (3) of this Section, the Trustee shall give notice of such deposit by first class mail to the Owners. (d) No Obligations may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the provisions for payment of such Obligation is made, the interest payable on the Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee and the City may rely upon a Special Counsel’s Opinion to the effect that the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer Subsection will not 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 breached 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 so providing 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)Obligations.

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 (a) Except as expressly provided in paragraph (b) below, this Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantor to HPT under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, 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 continued in subparagraph existence notwithstanding any such termination. (Ab) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Provided that 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 receivemonetary Default, 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 Default as to which Notice thereof has been satisfied: given to Tenant or (Aiii) 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 under the date of such deposit; Lease, (Cy) 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" Cash Flow (as defined below) for a period of thirteen (13) full consecutive Accounting Periods equals or exceeds Eighteen Million Five Hundred Thousand Dollars ($18,500,000) with respect to such period, and (z) HPT shall receive a schedule evidencing the foregoing, in the Investment Company Act of 1940form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as amended are approved by HPT (the "Investment Company Act")such approval not to be unreasonably withheld, delayed or conditioned), or this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within ten (10) Business Days after the written request of the Guarantor, confirm such trust shall be qualified termination by executing a release of the Guarantor from all obligations and liabilities arising under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered this Agreement subsequent to the Trustee an Officers' Certificate release date and an Opinion returning any unapplied balance of Counsel, each stating that all conditions precedent relating the Guaranty Deposit (as hereinafter defined) to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the DebenturesGuarantor, 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)together with any accrued and unpaid interest thereon.

Defeasance. The Company ‌ (a) When the principal or redemption price (as the case may be) of, and interest on, any of the Bonds issued hereunder has been paid, or provision shall have been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the City (including but not limited to amounts (if any) owed to the Bond Insurer), the right, title and interest of the Trustee with respect to such Bonds shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the City shall in all events remain liable under the Purchase and Use Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid. (b) Provision for the payment of the Bonds shall be deemed to have been discharged from its obligations made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of the outstanding Debentures such Bonds, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Bonds, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Bonds; provided that, to the extent such deposit does not consist of cash, the Trustee shall have received a report of an independent accountant or firm of accountants verifying that the computations of the deposit referred amount available from Defeasance Obligations when added to in subparagraph any cash available shall be sufficient to meet the requirements hereof. (Ac) hereofNeither the obligations nor the 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 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 payment of the principal or redemption price of, and interest on, said Bonds. (d) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of or interest on the outstanding Debentures on Bonds more than 60 days prior to the date that such payments Bonds are due; and (ii) the rightsto mature or be redeemed, powers, trust and immunities of the Trustee hereunder; provided shall mail a notice stating that the following conditions shall such moneys or obligations have been satisfied: (A) deposited and identifying 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 Bonds for the purpose payment of making the following paymentswhich such moneys or obligations are being held, 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)Bonds.

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: (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 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 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; (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 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 8.2 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 (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 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 8.2 of the Securities of such series have been complied with. Notwithstanding a defeasance of The Company’s obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 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 7.7 and 8.5 shall survive.

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 Purchaser acknowledges that Seller shall defease its existing financing secured by the Property. Purchaser agrees to cooperate with Seller in undertaking such defeasance, at no cost or expense to Purchaser. Purchaser shall use commercially reasonable efforts to have its lender cooperate with Seller to effectuate the defeasance closing process (including having its lender fund the new loan proceeds into escrow with the Escrow Agent no later than 2:00 PM (New York time) on a date which is no later than one (1) Business Day prior to the recording of the documents). If Seller is unable to defease its existing financing on or before October 14, 2014 and Purchaser has complied with its obligations under this Agreement, Purchaser may terminate this Agreement in which event the ▇▇▇▇▇▇▇ money less the Non Refundable Amount shall be returned to Purchaser and Seller shall pay Purchaser’s third party expenses as provided in and as limited by Section 10.2. So long as a party is not in default hereunder, if any condition to such party's obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have been discharged waived any such condition. In the event the party benefiting from its obligations with respect the condition elects to all close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of the outstanding Debentures condition, said party shall be deemed to have waived the condition, and there shall be no liability on the date part of any other party hereto for breaches of representations and warranties of which the deposit referred party electing 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, close had knowledge 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)Closing.

Defeasance. (a) The Company provisions of Sections 1402 and 1403 of the Senior Indenture, together with the other provisions of Article XIV of the Senior Indenture, shall be deemed applicable to have been the Notes. The provisions of Section 1403 of the Senior Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental Indenture and to those covenants specified in Section 1403 of the Senior Indenture. (b) The Company, at its option (i) will be discharged from any and all obligations in respect to the Notes (except for certain obligations to register the transfer or exchange of the Notes, to replace destroyed, stolen, lost or mutilated Notes, and to maintain an office or agency in respect of the Notes and hold moneys for payment in trust) or (ii) will be released from its obligations to comply with respect to all the provisions of the outstanding Debentures on the date of the deposit referred to in subparagraph (A) Section 2.4 hereof, and the provisions occurrence of this Indenture, as it relates an Event of Default pursuant to such outstanding Debentures, Section 501 of the Senior Indenture shall no longer be an Event of Default if, in effect (and either case, the Company irrevocably deposits with the Trustee, at the expense in trust, money or United States Government Obligations that through payment of the Company, shall, upon the request of the Company, execute proper instruments supplied interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient 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 pay all of the principal of or (and premium, if any) and any 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 Notes on the dates such payments of principal or interest are due and payable;(which may include one or more Redemption Dates designated by the Company) in accordance with the terms of such Notes. (Bc) Such a trust may only be established if, among other things, (i) no Default or Event of Default or event which with respect to the Debentures giving of notice or lapse of time, or both, would become an Event of Default under the Indenture 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; (Dii) 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, holders of the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date Notes 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 United States 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).tax

Defeasance. The Company When at any time the whole amount of the principal, premium, if any, 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 41 payable under this Indenture by the Issuer, and all Administration Expenses shall have been paid or provided for through the deposit with the Trustee of Government Obligations, the principal of and the interest to be earned thereon is sufficient to pay all sums due in respect of the Bonds, then and in that case, this Indenture and the lien created hereby shall be discharged and satisfied and the Issuer shall be released from the covenants, agreements and obligations of the Issuer contained in this Indenture, and the Trustee shall assign and transfer to the Company, all property (in excess of the amounts required for the foregoing) then held by the Trustee (including the Loan Agreement and all payments thereunder and all balances in any fund or account created under this Indenture), free and clear of any encumbrances other than Permitted Encumbrances and shall execute such documents as may be reasonably required by the Company in this regard. When all of the Bonds of a particular Series shall have been paid and if, at the time of such payment, the Issuer shall have kept, performed and observed all the covenants and promises in such Bonds of a particular Series and in this Indenture required or contemplated to be kept, performed and observed by the Issuer or on its part on or prior to that time, then this Indenture shall be considered to have been discharged from its obligations with in respect of such Bonds of a particular Series and such Bonds shall cease to all of be entitled to the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, and the provisions lien of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of a particular Series of Bonds, the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds, to pay to the Registered Owners of Bonds the funds so held by the Trustee as it relates to and when such outstanding Debenturespayment becomes due, shall no longer be in effect (and, on written demand of the Company and the TrusteeIssuer, at the expense of Trustee shall assign and transfer to the Company, shall, upon the request all property (in excess of the Company, amounts required for the foregoing) then held by the Trustee (including the Loan Agreement and all payments thereunder and all balances in any Fund or account created under this Indenture) and shall execute proper instruments supplied to it such documents as may be delivered 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)regard.

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. The Company (a) When principal or redemption price (as the case may be) of, and interest on, any Bonds issued hereunder has been paid, or provision shall have been made for payment of the same, together with all sums payable hereunder by the Corporation and the City, the right, title and interest of the Purchaser with respect to such Bonds shall thereupon cease and the Purchaser shall release this Indenture and shall execute such documents to evidence such releases as may be reasonably required by the Corporation, and the Custodian shall turn over to the Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the City shall in all events remain liable under the Facilities Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid. (b) Provision for the payment of the Series 2018 Bond shall be deemed to have been discharged from its obligations made when the Custodian holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of the outstanding Debentures such Bonds, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Bonds, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Bonds; provided that, to the extent such deposit does not consist of uninvested cash, the Custodian shall have received a report of an independent accountant or firm of accountants verifying that the computations of the deposit referred amount available from Defeasance Obligations when added to in subparagraph any cash available shall be sufficient to meet the requirements hereof. (Ac) hereofNeither the obligations nor the moneys deposited with the Custodian pursuant to this Section 9.1 shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the provisions payment of the principal or redemption price of, and interest on, said Bonds. (d) Whenever moneys or obligations shall be deposited with the Custodian for the payment or redemption of Bonds more than 60 days prior to the date that such Bonds are to mature or be redeemed, the Corporation shall mail a notice stating that such moneys or obligations have been deposited and identifying the Series 2018 Bond for the payment of which such moneys or obligations are being held, to the Purchaser for the payment of which such moneys or obligations are being held. (e) Prior to any defeasance becoming effective under 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: (A) delivered to the Company shall have depositedPurchaser an opinion of Bond Counsel, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the TrusteePurchaser, 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) interest on 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 Series 2018 Bond being paid by such Opinion of Counsel shall confirm that, the Holders defeasance will not recognize income, gain or loss for federal become subject to Federal income tax purposes as a result taxation by reason 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.

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 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, 54 61 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. 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 If the Company, or its successors or assigns, shall pay or cause to be paid unto the registered owners of all bonds the principal and interest to become due thereon and any premium which may be due and payable thereon at the times and in the manner stipulated therein, and if the Company shall keep, perform and observe all and singular the covenants and promises in such bonds and in this Amended and Restated Mortgage Indenture and in every indenture supplemental hereto expressed to be deemed to have been discharged from kept, performed and observed by it or on its obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph part, then (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 option of the Company, evidenced by a Certified Resolution) this Amended and Restated Mortgage Indenture and the estate and the rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall, upon the request of the CompanyCompany and at its expense, cancel and discharge the lien of this Amended and Restated Mortgage Indenture, and execute proper instruments supplied and deliver to it by the Company acknowledging such deeds or other instruments as shall be requisite to satisfy the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (A) lien hereof, payments and shall re- convey to the Company the estate and title hereby conveyed, and shall assign and deliver to the Company any property hereby conveyed and subject to the lien of this Amended and Restated Mortgage Indenture which may then be in its possession. Bonds for the principal payment or redemption 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 which sufficient moneys shall have been satisfied: deposited with or paid to or set apart in trust by the Trustee (Awhether upon or prior to the maturity or the redemption date of such bonds) shall, for the Company purposes of this Article XIV, be deemed to have been paid; provided, however, that if such bonds are to be redeemed prior to the maturity thereof the notice of redemption thereof required by the provisions of this Amended and Restated Mortgage Indenture or of any indenture supplemental hereto shall have depositedbeen duly given, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement provision satisfactory to the Trustee, as trust funds in trust Trustee shall have been made 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 giving 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)notice.

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 (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 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 60 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 Trusteesum of the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to pay principal of and interest on all or greater than the Debentures on Covered Amount, as estimated by the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to Transferor, for the Debentures shall have occurred and be continuing on period from the date of such deposit; deposit to the Principal Funding Account through the Expected Final Payment Date; (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 (a) 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 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 an opinion of counsel to the Trustee effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an Officers' Certificate and association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an Opinion officer of Counsel, each 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, would constitute a Pay Out Event, to occur; and (iv) a Ratings Event will not occur, the Series 1997-2 Certificates will no longer be entitled to security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets and the percentages applicable to the defeasance contemplated by this Section 2.12 have been complied withallocation to the Series 1997-2 Certificateholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Notwithstanding a defeasance Upon the satisfaction of the Debenturesforegoing conditions, the Company shall continue Class D 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. Section 1701 of the Base Indenture shall be superseded by this Section 2.12. The Company shall be deemed to have been discharged from its their obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (A1) 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 (A1) 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 hereunderhereunder and the duties of the Trustee under Section 402 of the Base Indenture and the duty of the Trustee to authenticate Debentures issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (A1) 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; (B2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C3) 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; (D4) the Company shall have delivered to the Trustee an Officers' Certificate 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 (2b) 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; (E5) 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; (F6) 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 (G7) 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 12.12 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 60 days following the Remarketing Date).

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. 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 ---------------- Section 11.01(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 to receive, solely from the trust funds described in subparagraph (A) hereof, payments Notes of the Defeased Series to receive payments in respect of 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 Transfer Agent and Registrar hereunder; provided that and (iv) this Section 11.01 and Section 12.14. ------------- ------------- (b) Subject to Section 11.01(c), no Collections shall be ---------------- allocated to any Defeased Series. (c) The following shall be the following conditions precedent to any Defeasance under Section 11.01(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 Indenture Trustee, under the terms of an escrow irrevocable trust agreement in form and substance satisfactory to the TrusteeIndenture Trustee and any Series Enhancer, 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, 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 and all other amounts owing in respect of such Defeased Series (including all amounts owing under any related Enhancement Agreement to any Series Enhancer) on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements; (ii) a statement from a firm of nationally recognized firm of independent public accountants expressed in a written certification thereof delivered (who also may render other services to the Trustee, Issuer) to the effect that such deposit is sufficient to pay principal the amounts specified in clause (i) above; ---------- (iii) prior to its first exercise 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 its right pursuant to this Section 11.01 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 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 and termination of obligations will not result in the trust arising from such deposit constituting Issuer being required to register as an "investment company" (as defined in within the meaning of 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 At the Issuer's option, either (i) the ---------- Issuer shall be deemed to have been discharged Discharged (as defined below) from its obligations with respect to all of the outstanding Debentures Securities on the date of 100th day after 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 applicable conditions set forth below have been satisfied or interest on the outstanding Debentures on the date such payments are due; and (ii) the rightsIssuer shall cease to be under any obligation to comply with any term, powersprovision or condition set forth in Sections 3.02 through 3.13 (and the Securities shall thereafter be deemed to be not outstanding for purposes of any direction, trust waiver, consent or declaration or act of Holders (and immunities the consequences of any thereof) in connection with such covenants, but shall continue to be deemed outstanding for all other purposes hereunder), Section 5.01 and Article X on the Trustee hereunder; provided that date and any time after the following applicable conditions shall set forth below have been satisfied: (Aa) the Company Issuer shall have deposited, deposited or caused to be deposited, deposited irrevocably 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 paymentspayment, specifically pledged as security for for, and dedicated solely to to, the benefit of the Holders of the Debentures(1) money in an amount, cash in U.S. dollars and/or Eligible Instruments or (including 2) U.S. Government Obligations) , which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without any reinvestment and assuming no tax liability will be imposed on of such Trusteeinterest or principal), not later than one day before the due date of any payment payment, money in an amount, or (3) a combination of money, an amount in cash(1) and (2), sufficient, in the opinion of a nationally recognized firm of independent public accountants (with respect to (2) and (3)) expressed in a written certification thereof delivered to the TrusteeTrustee at or prior to the time of such deposit, to pay and discharge each installment of principal of and interest on all on, the Debentures outstanding Securities on the dates such payments installments of interest or principal or interest are due and payabledue; (Bb) if the Securities are then listed on a stock exchange, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Issuer's exercise of its option under this Section would not cause such Securities to be delisted; (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 Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1and containing no qualification and only assumptions customary for opinions of such type) 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 the Issuer's exercise of its option under this Section and will be subject to federal income tax on the same amount amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised and, in the case of Securities being Discharged, accompanied by a ruling to that effect received from or published by the Internal Revenue Service; (Ee) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent Issuer's exercise 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 its option under this provision shall not result in any of the Issuer, the Trustee or the trust arising from such created by the Issuer's deposit constituting hereunder becoming or being deemed to be an "investment company" (as defined in under the Investment Company Act of 1940, as amended (the "Investment Company Act"))amended, or such the Issuer, the Trustee or the trust so created shall be qualified under such Act act or exempt from regulation thereunder; (f) the Issuer shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07; and (Gg) the Company Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 satisfaction and discharge 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. The Company shall be deemed Subject to have been discharged from its obligations compliance with respect to all and satisfaction of the outstanding Debentures terms and conditions of this Article 5, Borrower may elect on any Payment Date occurring after [the last day of the thirtieth (30th) full calendar month from the date hereof -OR- the earlier of (x) the third (3rd) anniversary of the deposit referred date hereof or (y) two (2) years from the "startup day" within the meaning of Section 860G(a)(9) of the IRS Code of a REMIC Trust] to in subparagraph (A) hereofrelease the Property from the lien of the Security Instrument by delivering to Lender, as security for the payment of all interest due and to become due throughout the term of this Note on, and the provisions principal balance of this IndentureNote equal to the outstanding principal amount of this Note, as it relates Defeasance Collateral with Collateral Value (hereinafter defined) sufficient, without consideration of any reinvestment of interest therefrom, to such pay (a) all amounts then due relating to this Note, including accrued interest thereon, (b) the outstanding Debentures, shall no longer be in effect principal amount of this Note (the "Defeasance Amount") and (c) the Trustee, at the expense portion of the Company, shall, upon interest that will become due under this Note on any date prior to and including the request of Maturity Date (all such interest as described in this clause (iii) together with the Company, execute proper instruments supplied to it by the Company acknowledging the same), except as to: Defeasance Amount and such amounts described in clause (i) being hereinafter referred to as the rights of Holders of Debentures "Defeasance Property"). As a condition to receiveany Defeasance, solely from the trust funds described in subparagraph (A) hereofprior to any Defeasance, 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 Borrower shall have delivered to Lender: (a) all necessary documents to amend and restate the Trustee an Officers' Certificate and an Opinion Note to reflect that the principal balance of Counsel to the effect that Note has been defeased (the "Defeased Note"). (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling The Defeased Note shall be satisfactory in a principal amount equal to the Trustee)Defeasance Amount, or (2) since be payable to the order of Lender, (3) be dated as of the date of execution of this First Supplemental Indenturehereof, 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 (4) mature 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 Maturity Date (the "Investment Company ActDefeased Maturity Date")), 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 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 and premium, if any 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. 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. 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 fund provided for in subparagraph (A) hereofsubsection 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 11.04 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 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 first exercise of Default its right pursuant to this Section 11.04 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 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 this Indenture 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 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).72 80 ARTICLE XII

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. 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 and when any Outstanding Obligation or portion thereof shall be deemed paid and discharged in any one or more of the following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest due represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall be certified to the Trustee and the City in a report (the “Verification”) by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by such Obligations at their respective payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been discharged from its surrendered for payment, all obligations of the Trustee and the City with respect to all such Outstanding Obligations shall cease and terminate, except only the obligation of the outstanding Debentures on Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Subsection and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3) of this Subsection, the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the payment to be made to Owners or for the payment of any other amounts due and payable by the City hereunder or under the Purchase Agreement, shall be paid over to the City. (c) Any Obligation or portion thereof in Authorized Denomination may be paid and discharged as provided in this Section; provided however, that if principal represented by any such Obligation or portion thereof is to be prepaid, notice of such prepayment shall have been given in accordance with the provisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which such Obligation or portion thereof is to be prepaid and as to the giving of notice of such prepayment; and provided further, that if any of such Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subparagraph subsections (Aa)(2) hereofor (3) of this Section, the Trustee shall give notice of such deposit by first class mail to the Owners. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the provisions for payment of such Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the City may rely upon a Special Counsel’s Opinion to the effect that the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer Subsection will not 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 breached 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 so providing 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)Obligations.

Defeasance. The Company (a) When the principal or redemption price (as the case may be) of, and interest on, any of the Bonds issued hereunder has been paid, or provision shall have been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the City (including but not limited to amounts (if any) owed to the Bond Insurer), the right, title and interest of the Trustee with respect to such Bonds shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the City shall in all events remain liable under the Purchase and Use Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid. (b) Provision for the payment of the Bonds shall be deemed to have been discharged from its obligations made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of the outstanding Debentures such Bonds, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Bonds, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Bonds; provided that, to the extent such deposit does not consist of cash, the Trustee shall have received a report of an independent accountant or firm of accountants verifying that the computations of the deposit referred amount available from Defeasance Obligations when added to in subparagraph any cash available shall be sufficient to meet the requirements hereof. (Ac) hereofNeither the obligations nor the 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 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 payment of the principal or redemption price of, and interest on, said Bonds. (d) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of or interest on the outstanding Debentures on Bonds more than 60 days prior to the date that such payments Bonds are due; and (ii) the rightsto mature or be redeemed, powers, trust and immunities of the Trustee hereunder; provided shall mail a notice stating that the following conditions shall such moneys or obligations have been satisfied: (A) deposited and identifying 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 Bonds for the purpose payment of making the following paymentswhich such moneys or obligations are being held, 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)Bonds.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company shall Transferor 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 Transferor's obligations with respect 88 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 Transferor 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 subsection 12.04(a): (i) the Transferor 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 Transferor's or any Affiliate of the Transferor's 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; (Cii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor) to the effect that such deposit and is sufficient to pay the related intended consequences will not result amounts specified 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 assetsclause (i) above; (Diii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the Company time of their issuance, the Transferor shall have delivered to the Trustee an Officers' Certificate Opinion of Counsel to the effect that such deposit and termination of obligations will not cause the Trust to be an association or publicly traded partnership taxable as a corporation, and (in any case) 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 Transferor's short-term deposit or 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 occurredTransferor); (Eiv) the Company Transferor shall have delivered to the Trustee an Officers' Officer's Certificate of the Transferor stating the Transferor reasonably believes 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 or Reinvestment 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 Transferor 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)Trustee.

Defeasance. The Each of the Company shall and the Guarantor 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 day 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 any interest on the Securities of such series, money or U.S. Government Obligations (or Foreign Governmental Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide the case of Securities denominated in a currency other than U.S. dollars) or a combination thereof in 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, local and other 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 or the Guarantor 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; (Cd) 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 Guarantor 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”); (Ee) such deposit 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 thereof; and (f) the Company or the Guarantor 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' 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 8.02 of the Securities of such series have been complied with. Notwithstanding a defeasance Each of the DebenturesCompany’s and the Guarantor’s obligations, as applicable, 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 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 and the Guarantor’s obligations, as applicable, in Sections 4.03 and 7.07 shall survive.

Defeasance. If so provided in any Supplement: (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 105 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 Permitted 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 Eligible Instruments or (including U.S. Government ObligationsB) Permitted 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, 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 in this Agreement and the applicable Supplements and all amounts owed to the Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) prior to each exercise of principal its right to substitute money or interest are due and payable; (B) no Default or Event of Default Permitted Investments for Receivables, the Transferor shall deliver to the Trustee a Tax Opinion 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 substitution 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 Trust will not recognize income, gain or loss for federal income tax purposes be required to register 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 within the meaning of the Investment Company Act of 1940, as amended amended; and (the "Investment Company Act")), or 3) 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 deposit and an Opinion termination of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withobligations will not result in a Pay Out Event for any Series. Notwithstanding a defeasance [End 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. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company shall Transferor[s] may at [its]/[their] option be deemed to have been discharged from its [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 applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities will 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) hereofSection 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 [Transferor's]/[Transferors'] 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 Transfer Agent and Registrar hereunder; provided that and (iv) this Section. (b) Subject to Section 11.04(c), the Transferor[s] at [its]/[their] 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 conditions shall have been satisfied:must be satisfied prior to any Defeasance under Section 11.04(a): (Ai) the Company shall have deposited, Transferor[s] irrevocably [has]/[have] deposited or caused to be deposited, irrevocably deposited with the TrusteeIndenture Trustee (such deposit to be made from other than the [Transferor's]/[Transferors'] or any Affiliate of the [Transferor's]/[Transferors'] 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 in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment 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 Obligationssuch amount) which through the payment of all remaining scheduled 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 payments on all the Debentures outstanding Notes of each Defeased Series on the dates scheduled for such payments of principal or interest are due in this Indenture and payable; (B) no Default or Event of Default the related Indenture Supplements and all amounts owing to the Series Enhancers with respect to the Debentures shall have occurred and be continuing on the date of each Defeased Series. The Transferor[s] will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all 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 amounts 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 pay 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).specified above;

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 (a) Unless sooner terminated pursuant to paragraph (b) below, this Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantor to HPT under this Agreement have been satisfied in full; provided, however, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, 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 continued in subparagraph existence notwithstanding any such termination. (Ab) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall Provided that (x) 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 receivemonetary Default, 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 Default as to which Notice thereof has been satisfied: given to Tenant or (Aiii) 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 under the date of such deposit; Lease, (Cy) 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" Cash Flow (as defined below) on a cumulative basis for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Minimum Rent by fifty percent (50%) with respect to such period, and (z) HPT shall receive a schedule evidencing the foregoing, in the Investment Company Act of 1940form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as amended are approved by HPT (the "Investment Company Act")such approval not to be unreasonably withheld, delayed or conditioned), or this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within ten (10) Business Days after the written request of the Guarantor, confirm such trust shall be qualified termination by executing a release of the Guarantor from all obligations and liabilities arising under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered this Agreement subsequent to the Trustee an Officers' Certificate release date and an Opinion returning any unapplied balance of Counsel, each stating that all conditions precedent relating the Guaranty Retained Funds (as hereinafter defined) to the defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the DebenturesGuarantor, 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)together with any accrued and unpaid interest thereon.

Defeasance. (a) The Company shall cease to be deemed to have been discharged from its obligations under any obligation with respect to all of the outstanding Debentures PIES or with respect to this Indenture with respect to the PIES (other than the Continuing Obligations) on the date of 91st day after 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 following applicable conditions have been satisfied (and the Trustee, at the expense thereafter such non-compliance shall not constitute an Event 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: Default): (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 irrevocably deposited with respect to be deposited, irrevocably the PIES in trust 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 paymentsfunds, specifically pledged as security for for, and dedicated solely to to, the benefit of the Holders with respect to each PIES (A) the maximum number of Vodafone ADRs and of any Reported Securities, in either case, that could (based on the Share Components of the DebenturesExchange Ratio at the time of deposit and assuming no exercise of the Cash Delivery option and full exercise of the option to deliver Reported Securities in lieu of cash in respect of such securities received in an Adjustment Event) be deliverable at Maturity, with respect to such PIES and (B) U.S. Government Obligations (as defined below), cash or a combination thereof, in U.S. dollars and/or Eligible Instruments any case, sufficient (including without any reinvestment of interest or principal of such 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 TrusteeTrustee at or prior to the time of such deposit, to pay principal of and not later than one day before due (1) all interest on all such PIES to Stated Maturity and (2) the Debentures on the dates maximum cash amount with respect to such payments of principal PIES that could be deliverable at Maturity with respect to any cash or interest are due and payable; property other than Reported Securities received in an Adjustment Event; (Bii) no Default or Event of Default with respect to this Indenture or the Debentures PIES shall have occurred and be continuing on the date of such deposit; (C) deposit or shall occur as a result of such deposit and the related intended consequences such deposit 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 to which the Company is a party or its subsidiaries or any of their properties or assets; by which it is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit; (Diii) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in form satisfactory to the Trustee 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 Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option described in clause (i) and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times time as would have been the case if such deposit, defeasance and discharge option had not occurred; been exercised; (Eiv) the Company shall have delivered has paid or duly provided for payment of all amounts then due to the Trustee an Officers' Certificate stating that pursuant to the deposit was not made by the Company with the intent terms 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; this Indenture; (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 (Gv) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating stating, as applicable, that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 2.12 discharge of the Company's obligations to comply with certain covenants have been complied with. Notwithstanding ; and (vi) the Company has delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 90 days after the deposit, the trust funds will not be subject to the effect of any applicable Federal or State bankruptcy, insolvency or similar law. (b) If any Dilution Event or any Adjustment Event shall occur, in either case, following a defeasance deposit (an "initial deposit") pursuant to paragraph (a) of this Section, then the Company shall make an additional deposit with the Trustee (or the Trustee shall remit to the Company) a number of Vodafone ADRs, Reported Securities, U.S. Government Obligations and an amount of cash such that the Trustee will hold the number of such securities and amount of cash that it would be entitled to hold if such initial deposit (and any permitted substitutions described below) were made immediately following such event. (c) Unless the Company is in default under the Indenture, it may, at its option, substitute for the Vodafone ADRs or Reported Securities deposited pursuant to paragraph (a) of this Section U.S. Government Obligations having an aggregate market value at the time of substitution and at daily ▇▇▇▇-to-market valuations thereafter of not less than 125% (except as provided below) of the Debenturesproduct of the Closing Price per Vodafone ADR or security of Reported Securities, respectively, on the day immediately preceding the time of each substitution or valuation multiplied by the number of Vodafone ADRs or Reported Securities, respectively, for which such obligations are being substituted. The Company may, at its option substitute U.S. Government Obligations for Vodafone ADRs or for Reported Securities pledged after any dilution adjustment or Adjustment Event in the same manner described above for such securities pledged pursuant to paragraph (a) of this Section. Prior to any substitution made pursuant to this paragraph, the Company shall continue deliver to have the right Trustee a legal opinion of nationally recognized counsel to cause a Remarketing the effect that the deposit of U.S. Government Obligations having an aggregate market value of 125% of the Debentures so long as amount specified above is sufficient to avoid a violation of any applicable regulation of the amounts described above are expected Governors of the Federal Reserve Board. If the Company delivers an opinion to the foregoing effect but with respect to a greater percentage, then all references in this paragraph to 125% shall be deemed to be references to such greater amount, as in the opinion of such counsel, shall be required to avoid any such violation. (d) Except in the case of U.S. Government Obligations deposited in respect of a cash amount that could be deliverable at Maturity, the Trustee will promptly pay over to the Company any dividends, interest, principal or other payments received by the Trustee in respect of any securities and deposit with it, unless the Company is in default on its obligations under the PIES, or unless the payment of such amount to the Company would cause the cash and securities on deposit with the Trustee to become insufficient under the provisions of this Section 8.01. (e) Notwithstanding anything to the contrary in this Section 8.01, the Company shall not substitute U.S. Government Obligations and shall not replace Vodafone ADRs or Reported Securities within the 21 Business Days preceding Stated Maturity. If at Maturity the number of Vodafone ADRs (or, after an Adjustment Event, Reported Securities) on deposit with the Trustee pursuant to this Article 8 is insufficient to meet the obligations (based on the actual Maturity Price and the assumption that the Cash Delivery Option is not exercised) under any PIES to deliver such securities, the Trustee will distribute to the Holders pro rata all of such securities held by it and, as to the remaining obligation to deliver such securities, shall deliver the cash equivalent that the Company would have been allowed to deliver thereunder, in the escrow trust account form of cash generated from the liquidation of U.S. Government Obligations then pledged by the Company. (f) Unless the Trustee holds, as of such adjusted date the 21st Business Day preceding Stated Maturity, sufficient Vodafone ADRs with which to settle the PIES in their entirety, the Company will notify The Depository Trust Company and the Trustee and publish a notice in a daily newspaper of maturity national circulation in each of the United States and the United Kingdom stating the proportions of securities and cash that will be delivered at Maturity. The Trustee shall promptly remit to the Company any excess cash or securities on deposit after all amounts owing in respect of the PIES at Maturity have been paid in full. (i.e.g) After a deposit by the Company in accordance with this Section in respect of the PIES, 180 days following the Remarketing Date)Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the PIES in respect of which the deposit has been made and under the Indenture with respect to the PIES except for those Continuing Obligations specified above. (h) U.S. Government Obligations shall not be callable at the issuer's option.

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 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 2000-2 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 DebenturesTrust in the Receivables and, except those set forth in clause (i) above, other Trust assets and the Company shall continue percentages applicable to have the right allocation to cause a Remarketing the Series 2000-2 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Section 7. Article V of the Debentures so long Agreement. Article V of the Agreement shall read in its entirety as follows and shall be applicable only to 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 2000-2 Securities:

Defeasance. The Company (a) If the State shall pay or cause to be paid the principal 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 or 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 of Certificates not theretofore surrendered for such payment 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 of and interest on such Certificate shall then be held by the 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 of such Certificates or (ii) if the maturity of such Certificate shall not then have arrived, provision shall have been made for the payment of the principal 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 the request of the Companypostage prepaid, execute proper instruments supplied to it by the Company acknowledging the same), except all Certificate Holders at their addresses 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 they appear 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 registration books maintained by the Trustee, under the terms of an escrow trust agreement satisfactory that such moneys are so available for such payment. (c) Anything in this Trust Agreement to the Trusteecontrary notwithstanding, as trust funds any moneys held by the Trustee in trust for the purpose payment and discharge of making any of the following paymentsCertificates that remain unclaimed for three (3) years (or such earlier or later date then specified under applicable law) after the date on which such Certificates became due and payable either at their stated maturity dates, specifically pledged as security if such moneys were held by the Trustee at such dates or for and dedicated solely three (3) years (or such earlier or later date then specified under applicable law) after the date of deposit of such moneys if deposited with the Trustee after such date, shall, at the written request of the State Representative, be repaid by the Trustee to the benefit State or to such officer, board or body as may then be entitled by law to receive such moneys, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged; provided, however, that, before being required to make any such payment, the Trustee may, at the expense of the State, give notice, by first class mail, postage prepaid, to all Certificate Holders of at their addresses as they appear on 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 registration books maintained by the Trustee, to pay principal of that such moneys remain unclaimed and interest on all the Debentures on the dates that, after a date named in such payments of principal or interest are due and payable; notice which date shall be not fewer than forty (B40) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on nor more than ninety (90) days after the date of giving 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 undernotice, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any balance of their properties or assets; (D) the Company such moneys then unclaimed shall have delivered be returned 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)State.