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hundred miltion dollars($100,000,000);(ii)bear interest or be payable at an interest rate not exceeding <br /> the maximum s�mount then permitted by law; (iii)be entcred into only with (A) a bank or trust <br /> company organized under the laws of any state of the United States of America or any national banking <br /> association(including the Trustce)or government bond dealer reporting to,trading with and recognized <br /> as a primary dealer by,the Federal Reseroe Bank of New York,having a combined capital and surplus <br /> of at lease one hundred million dollars ($100,000,000)� or any corporation that is organized and <br /> operating within the United States of America and that hes total assets in excess of five hundred million <br /> dollars ($500,000,000)and th�t has an "AA" or higher rating (at all times) for its debt, other than <br /> commercial paper,as provided by Moody's and S&P or(B)an entity the debt securities of which are <br /> rated(al all times} in at (east the third highest long-term rating categories by Moody's and S&P's or <br /> whose obligations are guaranteed or insured by an enlity so rated and the obligations of which under <br /> such finance agreement are continuously and fully secured by the Authorized Investments described in <br /> subparagraphs A, B(1), II(2), or B(6) of the definition thereof which shall have a market value <br /> determined,by the party designated in such agreement,at least monthly(exclusive of acerued interest) <br /> to be at least equal to the termination value, if any,that would be payable by such counterparty under <br /> such financing agreement and would be deposited with a custodian acceptable to the Port and is <br /> approved by Moody's(if Moody's is then rating the Bonds)and S&P(if S&P is then rating the Bonds) � <br /> (this subclause(B)not to be available if there is no rating on the Sonds of such Series);and(iv)not <br /> exceed the final matur�ty of the Bonds of such Series or any Bonds or Contracts issued to refinance or <br /> repay the Bonds of such Series. <br /> Section 9.1 I. Accounts and Funds. Any aceount or Fund required hereby to be established <br /> and maintained by the f'oR or the Trustee may be established and maintained in the eccounting records <br /> of the Pon or the Trustee either as an account or fund,and may,for the purposes of such records,any <br /> audits thereof and any reports or statements with respect thereto,be treated either as an account or as a <br /> fund;but All such records with respect to all such aecounts and funds shall at all times be maintained in <br /> accordance with sound accounting practices and with due regard for the protection of the security of the <br /> Bonds and the rights of the Owners. <br /> Section 9.12. Article and Section Headings.Gender and References. The headings or titles <br /> of the several articles and sections hereof and the table of contents appended hereto shall be solely for <br /> convenience of reference and shall not affect the meaning,construction or effect hereof,and words of <br /> any gender shall be deemed and construed to include all gendets,and all references hcrein to"anicles," <br /> "Sections"and other subdivisions or clauses are to the corresponding articles,sections,subdivisions or <br /> clauses hereof;and the words"hereby,""herein,""hereto,""herewith,""hereunder"and other words of <br /> similar import re}'er to the lndenture as a whole and not to any paRiculararticle,section,subdivision or <br /> clause hereof. <br /> Section 9.13. Pactial InvaliditY. Tf any onc or more of che agreements,conditions,covenants <br /> or terms or portions thereofprovided herein to be observed or performed on the part of the Port or of <br /> the Trustee should be contrary to law. then such agreement or agreements, such condition or <br /> conditions,such covenant or covenants,such teim or terms or such portions thereof shall be null and <br /> void and shall be deemed separable from Ihe remaining agreements,conditions.covenants and terms or <br /> portions thereof and shall in no way affect the validity hereof or of the Bonds;but the Owners shall <br /> retain all the rights and benefics accorded to them under the Law or any other applicable provisions of <br /> law. The Port hereby declares that it would have adopted thc Indenture and each and every other <br /> section, paragraph,subdivision, sentence, clause and phrase hercof and would have authorized the <br /> 12094.9122931.0005 49 <br />