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ARTICLE XI. <br /> MISCELLANEOUS <br /> Section 11.1. Satisfaction and Discharge. All rights and obligations of the Issuer and the <br /> Developer under the Financing Agreement and this Indenture shall terminate, and such <br /> instruments shall cease to be of further effect, and the Trustee shall execute and deliver all <br /> appropriate instruments evidencing and acknowledging the satisfaction of this Indenture, and <br /> shall assign and deliver to the Developer any moneys and investments in all Funds established <br /> hereunder (except moneys or investments held by the Trustee for the payment of principal of and <br /> interest on the Bonds and except for any TIF Revenues which shall be delivered to the Issuer) <br /> when <br /> (a) all fees and expenses of the Trustee and the Paying Agent shall have been paid <br /> including reasonable attorney's fees, costs and expenses, if any; <br /> (b) the Issuer and the Developer shall have performed all of their covenants and <br /> promises in the Financing Agreement and in this Indenture; and <br /> (c) all Bonds theretofore authenticated and delivered (i) have become due and <br /> payable, or (ii) are to be retired or called for redemption under arrangements satisfactory to the <br /> Trustee for the giving of notice of redemption by the Trustee at the expense of the Developer, or <br /> (iii) have been delivered to the Trustee canceled or for cancellation; and, in the case of(i) and (ii) <br /> above, there shall have been deposited with the Trustee either cash in an amount which shall be <br /> sufficient, or investments (but only to the extent that the full faith and credit of the United States <br /> of America are pledged to the timely payment thereof) the principal of which when due will <br /> provide moneys which, together with the moneys, if any, deposited with the Trustee, shall be <br /> sufficient, to pay when due the principal due and to become due on the Bonds and interest due <br /> and prior to the redemption date or maturity date thereof, as the case may be; <br /> Provided, however, none of the Bonds may be advance refunded if such advance <br /> refunding is not permitted by the laws of Indiana. <br /> Section 11.2. Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer <br /> Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) <br /> payment of the principal of and interest on such Bond either (i) shall have been made or caused <br /> to be made in accordance with the terms thereof, or (ii) shall have been provided for by <br /> irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such <br /> payment, (1) moneys sufficient to make such payment or (2) direct obligations of or obligations <br /> the principal of and interest on which are unconditionally guaranteed by the United States of <br /> America("Governmental Obligations") maturing as to principal and interest in such amounts and <br /> at such times as will insure the availability of sufficient moneys to make such payment, together <br /> with either (A) a verification report of an independent certified public accountant to the effect <br /> that such securities and/or cash,together with earnings thereon, will be sufficient to pay principal <br /> (and applicable premium, if any) and interest on the Bonds to redemption or maturity or (B) an <br /> opinion of Counsel satisfactory to the Trustee to the effect that all conditions precedent to the <br /> defeasance of the Bonds have been complied with; provided however, that no such verification <br /> - 42 - <br /> 1111860514.2 <br />