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<br />39 <br />ARTICLE XI. <br />MISCELLANEOUS <br />Section 11.1. Satisfaction and Discharge. All rights and obligations of the Issuer <br />and the Company under this Indenture shall terminate, and such instruments shall cease to be of <br />further effect, and the Trustee shall execute and deliver all appropriate instruments evidencing and <br />acknowledging the satisfaction of this Indenture, and shall assign and deliver to the Company any <br />moneys and investments in the Project Fund and shall assign and deliver to the Issuer any moneys <br />and investments held in any other Fund under this Indenture when: <br />(a) all fees and expenses of the Trustee and Paying Agent shall have been paid; <br />(b) the Issuer and the Company shall have performed all of their covenants and <br />promises in this Indenture, the Loan Agreement and the Taxpayer Agreement; and <br />(c) all Bonds theretofore authenticated and delivered (i) have become due and payable, <br />or (ii) are to be retired or called for redemption under arrangements satisfactory to the Trustee for <br />the giving of notice of redemption by the Trustee at the expense of the Issuer, or (iii) have been <br />delivered to the Trustee canceled or for cancellation; and, in the case of (i) and (ii) above, there <br />shall have been deposited with the Trustee either cash in an amount which shall be sufficient, or <br />investments (but only to the extent that the full faith and credit of the United States of America are <br />pledged to the timely payment thereof) the principal of and the interest on 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 or redemption price, if applicable, and interest due and to <br />become due on the Bonds and prior to the redemption date or maturity date thereof, as the case <br />may be. <br />Section 11.2. Defeasance of Bonds. Any Bond shall be deemed to be paid and no <br />longer Outstanding within the meaning of this Article and for all purposes of this Indenture when <br />(a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have <br />been made or caused to be made in accordance with the terms thereof, or (ii) shall have been <br />provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside <br />exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government <br />Obligations maturing as to principal and interest in such amounts and at such times as will insure <br />the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, <br />compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with <br />respect to which such deposit is made shall have been paid or the payment thereof provided for. <br />At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no <br />longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any <br />such payment from such moneys or Government Obligations. <br />Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately <br />preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice <br />of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of <br />this Indenture, or if the Bonds are not by their terms subject to redemption within the next <br />succeeding sixty (60) days, until the Issuer shall have given the Trustee, in form satisfactory to the <br />Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that