Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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ARTICLE IX DEFEASANCE Section 9.01. Defeasance. Any Outstanding Bonds shall be paid and discharged in any one or more of the following ways: (a) by paying or causing to be paid the principal of and interest on such Bonds Outstanding, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity money which, together with the amounts then on deposit in the funds and. accounts established pursuant to this Indenture is fully sufFcient to pay any such Bonds Outstanding, including all principal, interest and redemption premiums; or (c) by irrevocably depositing with the Trustee, in trust, non-callable Federal Securities in such amount (i) will, together with amounts then on deposit in the funds and. accounts established pursuant to this Indenture (except amounts on deposit in the Rebate Fund and the Project Fund) be sufficient to pay and discharge the indebtedness on all Bonds (including the principal interest and premium, if any, thereon) at or before their respective maturity dates, or (ii) as an Independent Certifled Public Accountant shall certify to the Trustee, will, together with the interest, to accrue thereon and moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on any such Bonds Outstanding (including all principal, interest and redemption premiums) at or befo�e their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Indenture provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, then notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Revenues and other funds provided for in this Indenture and all other obligations of the Authority under this Indenture with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, and thereafter Revenues shall not be payable to the Trustee. Notice of such election shall be filed with the Trustee. In the event of a refunding as described in paragraph (c) (ii) above (i) the Authority shall cause to be delivered, on the deposit date and upon any reinvestment of the defeasance amount, a report of an independent firm of nationally recognized certified public accountants (the "Accountant") verifying the sufficiency of the escrow established to pay such Bonds in full on the maturity or redemption date (the "Verification"), (ii) the escrow instructions shall provide that (A) substitution of a Defeasance Obligation shall not be permitted except with another Defeasance Obligation and upon delivery of a new Verification and (B) reinvestment of a Defeasance Obligation shall not be permitted except as contemplated by the original Verification or upon delivery of a new Verification, and (iii) there shall be delivered an opinion of nationally recognized bond counsel to the effect that such Bonds are no longer "Outstanding" under the Indenture. Each Verification and defeasance opinion shall be addressed to the Authority, the Trustee, the escrow agent, if any, and any other parties as are deemed appropriate by the Authority at the time of such refunding. . 39