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ARTICLE VIII
<br />DISCHARGE OF LIEN
<br />If the Issuer shall pay or cause to be paid, or there shall otherwise be paid or provision for
<br />payment made, to the Registered Owners of the Bonds, the principal of, premium, if any, and interest due
<br />or to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall not then
<br />be in Default in any of the other covenants and promises in the Bonds and in this Indenture expressed as
<br />to be kept, performed and observed by it or on its part, and if the Issuer shall pay or cause to be paid to the
<br />Trustee and any paying agents all sums of money due or to become due according to the provisions
<br />hereof, then these presents and the estate and rights hereby granted shall cease, determine and be void,
<br />whereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the
<br />Issuer such instruments in writing as shall be reasonably required by the Issuer to release the lien hereof,
<br />and rcconvcy, release, assign and deliver unto the Issuer any and all of the estate, right, title and interest
<br />in and to any and all rights or property conveyed, assigned or pledged to the Trustee or otherwise subject
<br />to the lien of this Indenture, except amounts in the Revenue Fund, the Bond Fund, the Reserve Fund, or
<br />the Costs of Issuance Fund required to be paid to the Company under Section 5.20 hereof and except cash
<br />or Permitted Investments held by the Trustee for the payment of the principal of, premium, if any, and
<br />interest on the Bonds.
<br />Any Bond shall be deemed to be paid within the meaning of this Article VIII and for all purposes
<br />of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest
<br />thereon to the due date thereof (whether such due date is by reason of maturity or upon earlier redemption
<br />as provided herein) tither (i) shall have bccn made or caused to be made in accordance with the terms
<br />thereof, or (ii) shall have been provided by irrevocably depositing with a commercial bank with trust
<br />powers (the "Escrow Agent"), in trust and irrevocably set aside exclusively for such payment, (1) moneys
<br />sufficient to make such payment and/or (2) noncallable Governmental Obligations, maturing as to
<br />principal and interest in such amount and at such time as will insure the availability of sufficient moneys
<br />to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee
<br />pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment
<br />thereof provided for to the satisfaction of the Trustee. In addition, the Company shall provide to the
<br />Trustee copies of (a) a report by an independent certified public accountant that the money and securities
<br />held in the escrow account, together with investment earnings (but without considering any reinvestment
<br />of such earnings), will be sufficient to pay, as the same become due upon maturity or earlier redemption,
<br />all principal of, premium, if any, and interest on the Bonds which have not then previously been paid, and
<br />(b) an opinion of Bond Counsel to the effect that establishment of the escrow account and the scheduled
<br />investments of moneys therein will not adversely affect the exclusion of interest on the Series A Bonds
<br />from gross income for federal income tax purposes and that the Bonds have been defeased in accordance
<br />with this Indenture. Such report and opinion shall include the Trustee as addressees or the Trustee shall
<br />be provided letters stating that the Trustee can rely on such report and opinion as if they were addressed
<br />to the Trustee. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond
<br />shall no longer be secured by or entitled to thc benefits of this Indenture, except for the purposes of any
<br />such payment from such moneys or Governmental Obligations.
<br />Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding
<br />paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice of redemption of
<br />such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the
<br />event said Bonds are not by their terms subject to redemption within the next succeeding 45 days or are
<br />not to be redeemed within the next succeeding 45 days, until the Company shall have given the Trustee
<br />on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as
<br />practicable, the Owners of thc Bonds, in accordance with Article III hereof, that the deposit required by
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