Defeasance of Bonds Sample Clauses

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal and interest of such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 4 contracts

Sources: Trust Indenture, Trust Indenture, Trust Indenture

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal and interest of such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section ~~5.2~~ 5.2. of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 11.2. and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 11.2. may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 11.2. which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2. , all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 11.2. for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section ~~11.2~~ 11.2. for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section ~~11.2~~ 11.2. shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2. , the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 3 contracts

Sources: Trust Indenture, Trust Indenture, Trust Indenture

Defeasance of Bonds. ~~Any Bond~~ If the Agency shall ~~be deemed~~ pay and discharge the entire indebtedness on any or all of the Outstanding Bonds in any one or more of the following ways: (a) by paying or causing to be paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of~~ the principal of and interest of on such ~~Bond either~~ Bonds, as and when the same become due and payable; (ib) ~~shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for~~ by irrevocably depositing with the Trustee or another fiduciary, in ~~trust~~ trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and ~~irrevocably set aside exclusively for such payment, (1) moneys sufficient~~ accounts established pursuant to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, ~~except for~~ in the ~~purposes~~ opinion or report of ~~any~~ an Independent Certified Public Accountant or Bond Counsel is fully sufficient to pay such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, ~~that the deposit required by the preceding paragraph has been made with the Trustee~~ including all principal, interest and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any~~, on said Bonds, plus interest thereon to the due date thereof; or~~ ; (bc) ~~the maturity of the Bonds. All moneys so deposited~~ by irrevocably depositing with the Trustee or another fiduciary, in trust, non- callable Defeasance Securities in such amount as ~~provided~~ an Independent Certified Public Accountant or Bond Counsel shall determine will, together with the interest to accrue thereon and available moneys then on deposit in ~~this Section 11.2 may also be invested and reinvested, at the written direction~~ any of the ~~Company, in Governmental Obligations, maturing in the amounts~~ funds and ~~at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee~~ accounts established pursuant to this ~~Section 11.2 which is not required~~ Indenture (except for the ~~payment of principal of~~ Rebate Account and the Redevelopment Fund), be fully sufficient to pay and discharge the indebtedness on such Bonds ~~and~~ (including all principal, interest and redemption premium, if any~~, thereon with respect~~ ) at or before maturity; or (d) by purchasing such Bonds prior to ~~which~~ maturity and tendering such ~~moneys~~ Bonds to the Trustee for cancellation; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been ~~so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any~~ mailed pursuant to Section 2.03(c) or provision ~~of any other Article of this Indenture which may be contrary~~ satisfactory to the ~~provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2~~ Trustee shall have been made for the ~~payment~~ mailing of ~~Bonds (including premium thereon~~such notice, ~~if any) shall be applied to and used solely for~~ then, at the ~~payment~~ election of the ~~particular Bonds (including the premium thereon~~Agency, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment and notwithstanding that any of ~~Bonds and~~ such Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in ~~fact been actually~~ this Indenture and all other obligations of the Agency under this Indenture with respect to such Bonds shall cease and terminate, except only (a) the obligations of the Agency with respect to compliance with applicable provisions of the Tax Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligation of the Agency to pay or cause to be paid ~~in full, no amendment~~ to the ~~provisions~~ Owners of ~~this~~ such Bonds, from the amounts so deposited with the Trustee, all sums due thereon, and (d) the obligations of the Agency to compensate and indemnify the Trustee pursuant to Section ~~11.2~~ 6.06. Notice of such election shall be ~~made without~~ filed with the ~~consent of~~ Trustee. Any funds thereafter held by the ~~Owner of each Bond affected thereby. In determining~~ Trustee, which are not required for said purposes, shall be paid over to the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this IndentureAgency.

Appears in 3 contracts

Sources: Indenture of Trust, Indenture of Trust, Indenture of Trust

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture ~~when~~ when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) ~~moneys~~ cash sufficient to make such ~~payment or~~ payment, (2) ~~direct obligations~~ Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (~~including obligations issued or held in book entry form on the books of~~3) ~~the Department~~ a combination of ~~the Treasury of the United States of America, the principal of~~ cash and ~~the interest on which when due will provide sufficient moneys~~such Government Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such ~~time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such~~ time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the ~~Company~~ Borrower shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of ~~the~~ such Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the ~~Company~~Borrower, in ~~Governmental~~ Government Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX 9 hereof to the contrary notwithstanding, if moneys or ~~Governmental obligations~~ Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 3 contracts

Sources: Trust Indenture, Trust Indenture, Trust Indenture

Defeasance of Bonds. Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) ~~direct obligations of (including obligations issued~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or ~~held in book entry form on the books of) the Department of the Treasury of the United States of America~~reinvestment thereof, the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, and (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is ~~made~~ made, shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required by ~~the preceding paragraph~~ (a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. In the event the Bonds are to be defeased and the interest rate borne by the Bonds has not been established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to this Section 8.02, the Trustee shall require that the Company furnish to it (i) an opinion of Bond Counsel to the effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit Facility Period, an opinion of nationally recognized counsel experienced in bankruptcy matters, which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and certificates required to be furnished to it under this Section in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 8.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ noncallable Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 8.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other ~~Article~~ article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~8.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 8.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 2 contracts

Sources: Lease Agreement (NuStar Energy L.P.), Lease Agreement (NuStar Energy L.P.)

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) ~~direct obligations~~ Governmental Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient ~~moneys~~moneys to make such payment, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for~~. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the ~~Company~~ WLCDC shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of ~~the~~ such Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the ~~Company~~WLCDC, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX 9 hereof to the contrary notwithstanding, if moneys or Governmental ~~obligations~~ Obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 2 contracts

Sources: Trust Indenture, Trust Indenture

Defeasance of Bonds. The following provisions of this SECTION 8.02 shall apply only from and after the Conversion Date: Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee or a bank located in the State of Kansas and having full trust powers, in trust and irrevocably set aside exclusively for such payment, (1i) moneys sufficient to make such payment or (2ii) ~~direct obligations~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or reinvestment thereof, in the opinion of an independent certified public accounting firm of national reputation (~~including obligations issued or held in book entry form on~~ a copy of which opinion shall be furnished to the ~~books of)~~ rating agency then providing the ~~Department of~~ rating borne by the ~~Treasury of the United States of America~~Bonds), the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, ~~and~~ (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made, including any payments required to be made to the Rebate Fund, shall have been paid or the payment thereof provided ~~for. At such time~~for to the satisfaction of the Trustee, and ~~prior~~ (c) the Issuer, at the expense of the Company, shall have given to the ~~effectiveness~~ Trustee in form satisfactory to the Trustee an opinion of counsel experienced in bankruptcy matters, which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such ~~defeasance,~~ moneys will not constitute a voidable preference in the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~event of the occurrence of an Act of Bankruptcy. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by ~~the preceding paragraph~~ (a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this ~~Section 11.2~~ SECTION 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds and (c) an opinion of Bond Counsel shall be delivered to the Trustee and the Issuer that the defeasance of the Bonds will not adversely affect the tax-exempt status of the Bonds. All moneys so deposited with the Trustee as provided in this ~~Section 11.2~~ SECTION 8.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ noncallable Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this ~~Section 11.2~~ SECTION 8.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund. The Issuer and the Trustee hereby covenant that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other ~~Article~~ article of this Indenture which may be contrary to the provisions of this ~~Section 11.2~~SECTION 8.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this ~~Section 11.2~~ SECTION 8.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 2 contracts

Sources: Indenture of Trust (Simmons Co /Ga/), Indenture of Trust (Simmons Co /Ga/)

Defeasance of Bonds. (a) Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (ai) payment of the principal of and ~~interest~~ premium, if any, on such Bond, plus Interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein), either (i1) shall have been made or caused to be made in accordance with the terms thereof, or (ii2) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1A) moneys sufficient to make such payment or and/or (2B) ~~direct obligations~~ Government Obligations maturing as to principal and interest in such amounts and at such times, without reinvestment, as will insure the availability of sufficient moneys to make such payment, (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (bii) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the ~~Trustee~~ Trustee, any additional Paying Agent and the Issuer pertaining to the Bonds with respect to which such deposit is made, including payments required to be made to the Rebate Fund, shall have been paid or the payment thereof provided ~~for. At such time~~for to the satisfaction of the Trustee, and ~~prior~~ (iii) the Trustee is provided with an opinion of Bond Counsel dated the date of the defeasance to the ~~effectiveness~~ effect that the defeasance of ~~such defeasance,~~ the ~~Trustee~~ Bonds pursuant to this Section 6.02 shall ~~be provided with a defeasance opinion by nationally recognized bond counsel~~not adversely affect the tax-exempt status of the Qualified Stated Interest or Original Issue Discount on the Bonds. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. . (b) Notwithstanding the foregoing, no deposit under ~~clause (a)(ii~~Section 6.02(a)(i)(2) ~~of the immediately preceding paragraph~~ above shall be deemed payment of such Bonds as aforesaid until (ai) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this ~~Indenture~~Indenture or, ~~or if~~ in the event said Bonds are not by their terms subject to redemption within the next succeeding ~~sixty~~ forty-five (6045) days, until the Company shall have given the Trustee on behalf of the Issuer, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required by ~~the preceding paragraph~~ Section 6.02(a)(i)(2) hereof has been made with the Trustee and that ~~the~~ such Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 6.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of ~~and the applicable redemption premium, if any, on said~~ such Bonds, plus ~~interest~~ Interest thereon to the due date thereof, plus premium, if any; or (bii) the maturity of ~~the~~ such Bonds. . (c) All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 6.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental Obligations~~Government obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 6.02 which is not required for the payment of ~~principal of~~ the Bonds and ~~interest~~ Interest (and premium, if any, ) thereon with respect to which such moneys shall have been so deposited shall be ~~deposited in~~ paid to the ~~Bond Fund~~ Company as and when realized and ~~collected for~~ collected. (d) The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use ~~and application~~ knowingly made of any such deposit which would cause the Bonds to be treated as ~~are other moneys deposited in~~ "arbitrage bonds" within the ~~Bond Fund.~~ meaning of Section 148(a) of the Code of 1986. (e) Notwithstanding any other provision of ~~any other Article of~~ this ~~Indenture which may be contrary to the provisions of this Section 11.2~~Indenture, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 6.02 for the payment of Bonds (including Interest and any premium thereon~~, if any~~) shall be applied to and used solely for the payment of the particular Bonds (including the Interest and any premium thereon~~, if any~~) with respect to which such moneys or ~~Governmental Obligations~~ Government obligations have been so set aside in trust. . (f) Anything in Article IX hereof to the contrary notwithstanding, if moneys or ~~Governmental obligations~~ Government Obligations have been deposited or set aside with the Trustee pursuant to this Section ~~11.2~~ 6.02 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section ~~11.2~~ 6.02 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 2 contracts

Sources: Indenture of Trust (Weirton Steel Corp), Indenture of Trust (Weirton Steel Corp)

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture ~~when~~ when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) ~~moneys~~ cash sufficient to make such ~~payment or~~ payment, (2) ~~direct obligations~~ Governmental Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (~~including obligations issued or held in book entry form on the books of~~3) ~~the Department~~ a combination of ~~the Treasury of the United States of America, the principal of~~ cash and ~~the interest on which when due will provide sufficient moneys~~such Governmental Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for~~. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section ~~5.2~~ 5.3 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the ~~Company~~ Issuer shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 10.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of ~~the~~ such Bonds. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 10.2 may also be invested and reinvested, at the written direction of the ~~Company~~Issuer, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 10.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~10.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 10.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX 9 hereof to the contrary notwithstanding, if moneys or Governmental ~~obligations~~ Obligations have been deposited or set aside with the Trustee pursuant to this Section ~~11.2~~ 10.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section ~~11.2~~ 10.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Trust Indenture

Defeasance of Bonds. ~~Any Bond~~ The benefits of this First Supplemental Agreement, and the covenants of the Corporation contained herein in support of any Bond, shall be deemed redeemed and discharged with respect to ~~be paid and no longer Outstanding within~~ such Bond (a "Defeased Debt") when the ~~meaning of this Article and for all purposes of this Indenture when~~ following requirements have been satisfied: (a) The payment of the ~~principal and~~ Principal of, redemption premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of ~~such Bond~~ maturity, upon redemption, mandatory or optional tender, or otherwise), either (i) shall have been ~~made or caused to be~~ made in accordance with the terms thereof, or (ii) shall have been provided ~~for~~ by irrevocably depositing with the ~~Trustee~~ Trustee, in ~~trust~~ trust, but not as part of the Trust Estate, or an escrow agent pursuant to an escrow agreement, and irrevocably set aside exclusively for such payment, (1) ~~moneys~~ money sufficient to make such payment or (2) ~~direct obligations~~ Government Obligations certified by an independent public accounting firm or verification firm of ~~(including obligations issued or held~~ national reputation, respectively, to mature as to Principal and interest in ~~book entry form on~~ such amount and at such times as will ensure the ~~books of) the Department~~ availability, without reinvestment, of ~~the Treasury of the United States of America, the principal of and the interest on which when due will provide~~ sufficient ~~moneys~~money to make such payment, and ~~(b)~~ all necessary and proper fees, compensation, ~~indemnities~~ and expenses of the Trustee ~~and the Issuer~~ pertaining to ~~the Bonds~~ such Defeased Debt with respect to which such deposit is made shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a ~~Bond~~ Defeased Debt shall be deemed to be paid hereunder, ~~as aforesaid, such Bond~~ it shall no longer be secured by or entitled to the benefits of this ~~Indenture,~~ First Supplemental Agreement or the Master Trust Agreement except for the purposes of any such payment from such ~~moneys~~ money or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or . (b) ~~the maturity of the Bonds. All~~ Any moneys so deposited with the Trustee ~~as provided in this Section 11.2~~ may at the direction of the Corporation also be invested ~~and reinvested, at the written direction of the Company,~~ in ~~Governmental~~ Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ which is not required for the payment of ~~principal of~~ the ~~Bonds and interest and~~ Bonds, the redemption premium, if any, ~~thereon~~ and interest thereon, with respect to which such ~~moneys shall have~~ money has been so ~~deposited~~ deposited, shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary turned over to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this IndentureCorporation.

Appears in 1 contract

Sources: Master Trust Agreement

Defeasance of Bonds. (a) Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (ai) payment of the principal ~~and interest~~ of such ~~Bond~~ Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein), either (i1) shall have been made or caused to be made in accordance with the terms thereof, or (ii2) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1A) moneys sufficient to make such payment or and/or (2B) ~~direct obligations~~ Government Obligations maturing as to principal and interest in such amounts and at such times, without reinvestment, as will insure the availability of sufficient moneys to make such payment, (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (bii) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the ~~Trustee~~ Trustee, any additional Paying Agent and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided ~~for. At such time~~for to the satisfaction of the Trustee, (iii) the Trustee is provided with an opinion of Bond Counsel dated the date of the defeasance to the effect that the defeasance of the Bonds pursuant to this Section 6.02 shall not adversely affect the tax-exempt status of the interest on the Bonds, and ~~prior to the effectiveness of such defeasance,~~ (iv) the Trustee ~~shall be~~ is provided with a letter from each of Moody's and S&P to the effect that immediately following defeasance ~~opinion by nationally recognized bond counsel~~of the Bonds, as provided in this Section 6.02, the rating on the Bonds shall be the same or higher than the rating on the Bonds immediately prior to such defeasance. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. . (b) Notwithstanding the foregoing, no deposit under ~~clause (a)(ii~~Section 6.02(a)(i)(2) ~~of the immediately preceding paragraph~~ above shall be deemed payment of such Bonds as aforesaid until (ai) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this ~~Indenture~~Indenture or, ~~or if~~ in the event said Bonds are not by their terms subject to redemption within the next succeeding ~~sixty~~ forty-five (6045) days, until the Company shall have given the Trustee on behalf of the Issuer, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required by ~~the preceding paragraph~~ Section 6.02(a)(i)(2) hereof has been made with the Trustee and that ~~the~~ such Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 6.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of ~~and the applicable redemption premium, if any, on said~~ such Bonds, plus interest thereon to the due date thereof, plus premium, if any; or (bii) the maturity of ~~the~~ such Bonds. . (c) All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 6.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental Obligations~~Government obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 6.02 which is not required for the payment of ~~principal of~~ the Bonds and interest (and premium, ; if any, ) thereon with respect to which such moneys shall have been so deposited shall be ~~deposited in~~ paid to the ~~Bond Fund~~ Company as and when realized and ~~collected for~~ collected. (d) The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use ~~and application~~ knowingly made of any such deposit which would cause the Bonds to be treated as ~~are other moneys deposited in~~ "arbitrage bonds" within the ~~Bond Fund.~~ meaning of Section 148(a) of the Code. (e) Notwithstanding any other provision of ~~any other Article of~~ this ~~Indenture which may be contrary to the provisions of this Section 11.2~~Indenture, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 6.02 for the payment of Bonds (including interest and any premium thereon~~, if any~~) shall be applied to and used solely for the payment of the particular Bonds (including the interest and any premium thereon~~, if any~~) with respect to which such moneys or ~~Governmental Obligations~~ Government obligations have been so set aside in trust. . (f) Anything in Article IX hereof to the contrary notwithstanding, if moneys or ~~Governmental obligations~~ Government Obligations have been deposited or set aside with the Trustee pursuant to this Section ~~11.2~~ 6.02 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section ~~11.2~~ 6.02 shall be made without the consent of the Owner of each Bond affected thereby. ~~In determining the sufficiency~~ [End of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.Article VI]

Appears in 1 contract

Sources: Indenture of Trust (Weirton Steel Corp)

Defeasance of Bonds. Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) ~~direct obligations of (including obligations issued~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or ~~held in book entry form on the books of) the Department of the Treasury of the United States of America~~reinvestment thereof, the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such paynient, and (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is ~~made~~ made, shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required by ~~the preceding paragraph~~ (a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. In the event the Bonds are to be defeased and the interest rate borne by the Bonds has not been established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to this Section 8.02, the Trustee shall require that the Company furnish to it (i) an opinion of Bond Counsel to the effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit Facility Period, an opinion of nationally recognized counsel experienced in bankruptcy matters, which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and certificates required to be furnished to it under this Section in accepting or using any moneys deposited pursuant to this Article VIM All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 8.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ noncallable Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 8.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other ~~Article~~ article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~8.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 8.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Lease Agreement (NuStar Energy L.P.)

Defeasance of Bonds. ~~Any Bond~~ (a) Subject to the provisions of any Supplemental Indenture, all or any portion of the Outstanding Bonds shall be deemed to be have been paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when~~ (areferred to herein as “defeased”) ~~payment of the principal and interest of such Bond either~~ prior to their maturity or redemption if: (i) ~~shall have been made or caused~~ if the defeased Bonds are to be ~~made~~ redeemed prior to their maturity, the Issuer has irrevocably instructed the Trustee to give notice of redemption of such Bonds in accordance with the ~~terms thereof, or~~ Indenture; (ii) ~~shall have~~ there has been ~~provided for by irrevocably depositing with the Trustee~~ deposited in trust ~~and irrevocably set aside exclusively for such payment~~in a Defeasance Escrow Account either moneys in an amount which shall be sufficient, ~~(1) moneys sufficient~~ or Defeasance Securities, to ~~make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America,~~ pay the principal of and the interest on which when ~~due~~ due, and without any reinvestment thereof, will provide ~~sufficient~~ moneys which, together with the moneys, if any, deposited into or held in the Defeasance Escrow Account, shall be sufficient to pay when due the Debt Service or Redemption Price, as applicable, due and ~~(b) all necessary and proper fees, compensation, indemnities and expenses of~~ to become due on the ~~Trustee and the Issuer pertaining to the~~ defeased Bonds ~~with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time,~~ on and prior to the ~~effectiveness~~ redemption date or maturity date thereof, as the case may be; (iii) a verification agent has delivered a verification report verifying the deposit described in paragraph (ii) of this subsection; and (iv) the opinion of Bond Counsel required by Section 11.3 hereof has been delivered. (b) The Defeasance Securities and moneys deposited in a Defeasance Escrow Account pursuant to this Section and the principal and interest payments on such ~~defeasance~~Defeasance Securities shall not be withdrawn or used for any purpose other than, and shall be held in trust solely for, the ~~Trustee shall~~ payment of the Debt Service on and Redemption Price of the defeased Bonds; provided, however, that (i) any moneys received from principal and interest payments on such Defeasance Securities that are not required to pay the Debt Service on or Redemption Price of the defeased Bonds on the date of receipt shall, to the extent practicable, be ~~provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed~~ reinvested in Defeasance Securities maturing at the times and in amounts sufficient to ~~be paid hereunder~~pay when due the Debt Service on and Redemption Price to become due on the defeased Bonds on or prior to the redemption date or maturity date thereof, as ~~aforesaid~~the case may be; and (ii) any moneys or Defeasance Securities may be withdrawn from a Defeasance Escrow Account if (A) the moneys and Defeasance Securities that are on deposit in the Defeasance Escrow Account, ~~such~~ including any moneys or Defeasance Securities that are substituted for the moneys or Defeasance Securities that are withdrawn from the Defeasance Escrow Account, satisfy the conditions stated in subsection (a)(ii) of this Section and (B) a verification report and Bond Counsel opinion are delivered that comply with subsections (a)(iii) and (a)(iv) of this Section. (c) Any Bonds that are defeased as provided in this Section shall no longer be secured by or entitled to any right, title or interest in or to the ~~benefits of this Indenture~~Trust Estate, ~~except for~~ and the ~~purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph~~ Debt Service on and Redemption Price thereof shall be ~~deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if~~ paid solely from the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee Defeasance Securities and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing money held in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this IndentureDefeasance Escrow Account.

Appears in 1 contract

Sources: Master Indenture of Trust

Defeasance of Bonds. ~~Any Bond~~ If the Successor Agency shall ~~be deemed~~ pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (i) by well and truly paying or causing to be paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of~~ the principal of and interest on all or the applicable portion of ~~such Bond either (i) shall have been made or caused to be made in accordance with~~ Outstanding Bonds, as and when the ~~terms thereof, or~~ same become due and payable; or (ii) ~~shall have been provided for~~ by irrevocably depositing with the Trustee or an escrow agent, in ~~trust~~ trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or a portion of Outstanding Bonds, including all principal and interest, or; (iii) by irrevocably ~~set aside exclusively~~ depositing with the Trustee or an escrow agent, in trust, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or a portion thereof (including all principal and interest) at or before maturity; or (iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the Trustee for ~~such~~ cancellation; then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, ~~(1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on~~ the ~~books of) the Department~~ pledge of the ~~Treasury of the United States of America, the principal of~~ Tax Revenues and ~~the interest on which when due will provide sufficient moneys,~~ other funds provided for in this Indenture and ~~(b)~~ all ~~necessary and proper fees, compensation, indemnities and expenses~~ other obligations of the Trustee and the ~~Issuer pertaining to the Bonds~~ Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which ~~such deposit is made shall have~~ has been paid or and discharged, except only (a) the ~~payment thereof provided for. At such time~~covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and ~~prior~~ (d) the obligation of the Successor Agency to pay or cause to be paid to the ~~effectiveness~~ Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of ~~such defeasance~~the Trustee. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be ~~provided with a defeasance opinion by nationally recognized bond counsel. At~~ authorized to take such ~~time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled~~ actions and execute and deliver to the ~~benefits~~ Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of ~~this Indenture, except for the purposes~~ Bonds of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the ~~Bonds~~Bonds that the Successor Agency has determined to pay and discharge in part. ~~All moneys so deposited with~~ In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee ~~as provided in this Section 11.2 may also be invested and reinvested, at the written direction~~ which are not required for said purpose or for payment of ~~the Company, in Governmental Obligations, maturing in the~~ amounts ~~and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of~~ due the Trustee pursuant to ~~this~~ Section ~~11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited~~ 6.06 shall be ~~deposited~~ paid over to the Successor Agency for deposit in the ~~Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond~~ Redevelopment Retirement Obligation Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Indenture of Trust

Defeasance of Bonds. ~~Any Bond~~ All or any portion of the Outstanding Bonds shall be deemed to be have been paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when~~ (areferred to herein as “defeased”) ~~payment of the principal and interest of such Bond either~~ prior to their maturity or redemption if: (i) ~~shall have been made or caused~~ the defeased Bonds are to be ~~made~~ redeemed prior to their maturity, the Transportation Enterprise has irrevocably instructed the Trustee to give notice of redemption of such Bonds in accordance with this Master Indenture and the ~~terms thereof, or~~ applicable Supplemental Indenture; (ii) ~~shall have~~ there has been ~~provided for by irrevocably depositing with the Trustee~~ deposited in trust ~~and irrevocably set aside exclusively for such payment~~in a Defeasance Escrow Fund either moneys in an amount which shall be sufficient, ~~(1) moneys sufficient to make such payment~~ or ~~(2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America~~Defeasance Securities, the principal of and the interest on which when ~~due~~ due, and without any reinvestment thereof, will provide ~~sufficient~~ moneys which, together with the moneys, if any, deposited into or held in the Defeasance Escrow Fund, shall be sufficient, to pay when due the Debt Service or Redemption Price, as applicable, due and ~~(b) all necessary and proper fees, compensation, indemnities and expenses of~~ to become due on the ~~Trustee and the Issuer pertaining to the~~ defeased Bonds ~~with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time,~~ on and prior to the ~~effectiveness~~ redemption date or maturity date thereof, as the case may be; (iii) a certified public accountant has delivered a verification report verifying the deposit described in paragraph (ii) of this subsection; and (iv) the opinion of Bond Counsel required by Section 8.03 hereof has been delivered. The Defeasance Securities and moneys deposited in a Defeasance Escrow Fund pursuant to this Section and the principal and interest payments on such ~~defeasance~~Defeasance Securities shall not be withdrawn or used for any purpose other than, and shall be held in trust solely for, the ~~Trustee shall~~ payment of the Debt Service on and Redemption Price of the defeased Bonds; provided, however, that (i) any moneys received from principal and interest payments on such Defeasance Securities that are not required to pay the Debt Service on or Redemption Price of the defeased Bonds on the date of receipt shall, to the extent practicable, be ~~provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed~~ reinvested in Defeasance Securities maturing at the times and in amounts sufficient to ~~be paid hereunder~~pay when due the Debt Service on and Redemption Price to become due on the defeased Bonds on or prior to the redemption date or maturity date thereof, as ~~aforesaid~~the case may be; and (ii) any moneys or Defeasance Securities may be withdrawn from a Defeasance Escrow Fund if (A) the moneys and Defeasance Securities that are on deposit in the Defeasance Escrow Fund, ~~such~~ including any moneys or Defeasance Securities that are substituted for the moneys or Defeasance Securities that are withdrawn from the Defeasance Escrow Fund, satisfy the conditions stated in subsection (a)(ii) of this Section; and (B) a verification report and Bond Counsel opinion are delivered that comply with subsections (a)(iii) and (a)(iv) of this Section. Any Bonds that are defeased as provided in this Section shall no longer be secured by or entitled to any right, title or interest in or to the ~~benefits of this Indenture~~Trust Estate, ~~except for~~ and the ~~purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph~~ Debt Service on and Redemption Price thereof shall be ~~deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if~~ paid solely from the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee Defeasance Securities and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing money held in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Defeasance Escrow Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Master Trust Indenture

Defeasance of Bonds. ~~Any Bond~~ (a) All or any portion of the Outstanding Bonds shall be deemed to be have been paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when~~ (areferred to herein as ―defeased‖) ~~payment of the principal and interest of such Bond either~~ prior to their maturity or redemption if: (i) ~~shall have been made or caused~~ if the defeased Bonds are to be ~~made~~ redeemed prior to their maturity, the Transportation Enterprise has irrevocably instructed the Trustee to give notice of redemption of such Bonds in accordance with ~~the terms thereof, or~~ this Master Indenture and any applicable Supplemental Indenture; (ii) ~~shall have~~ there has been ~~provided for by irrevocably depositing with the Trustee~~ deposited in trust ~~and irrevocably set aside exclusively for such payment~~in a Defeasance Escrow Fund either moneys in an amount which shall be sufficient, ~~(1) moneys sufficient~~ or Defeasance Securities, to ~~make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America,~~ pay the principal of and the interest on which when ~~due~~ due, and without any reinvestment thereof, will provide ~~sufficient~~ moneys which, together with the moneys, if any, deposited into or held in the Defeasance Escrow Fund, shall be sufficient to pay when due the Debt Service or Redemption Price, as applicable, due and ~~(b) all necessary and proper fees, compensation, indemnities and expenses of~~ to become due on the ~~Trustee and the Issuer pertaining to the~~ defeased Bonds ~~with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time,~~ on and prior to the ~~effectiveness~~ redemption date or maturity date thereof, as the case may be; (iii) a certified public accountant has delivered a verification report verifying the deposit described in paragraph (ii) of this subsection; and (iv) the opinion of Bond Counsel required by Section 8.03 hereof has been delivered. (b) The Defeasance Securities and moneys deposited in a Defeasance Escrow Fund pursuant to this Section and the principal and interest payments on such ~~defeasance~~Defeasance Securities shall not be withdrawn or used for any purpose other than, and shall be held in trust solely for, the ~~Trustee shall~~ payment of the Debt Service on and Redemption Price of the defeased Bonds; provided, however, that (i) any moneys received from principal and interest payments on such Defeasance Securities that are not required to pay the Debt Service on or Redemption Price of the defeased Bonds on the date of receipt shall, to the extent practicable, be ~~provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed~~ reinvested in Defeasance Securities maturing at the times and in amounts sufficient to ~~be paid hereunder~~pay when due the Debt Service on and Redemption Price to become due on the defeased Bonds on or prior to the redemption date or maturity date thereof, as ~~aforesaid~~the case may be; and (ii) any moneys or Defeasance Investment Securities may be withdrawn from a Defeasance Escrow Fund if (A) the moneys and Defeasance Investment Securities that are on deposit in the Defeasance Escrow Fund, ~~such~~ including any moneys or Defeasance Investment Securities that are substituted for the moneys or Defeasance Investment Securities that are withdrawn from the Defeasance Escrow Fund, satisfy the conditions stated in subsection (a)(ii) of this Section and (B) a verification report and Bond Counsel opinion are delivered that comply with subsections (a)(iii) and (a)(iv) of this Section. (c) Any Bonds that are defeased as provided in this Section shall no longer be secured by or entitled to any right, title or interest in or to the ~~benefits of this Indenture~~Trust Estate, ~~except for~~ and the ~~purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph~~ Debt Service on and Redemption Price thereof shall be ~~deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if~~ paid solely from the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee Defeasance Securities and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing money held in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Defeasance Escrow Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Master Trust Indenture

Defeasance of Bonds. (a) If the Authority shall pay or cause to be paid to all the Holders of any Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds. The Authority and the Borrower shall have no right to draw under the Letter of Credit for the payment of Bonds pursuant to this Section 1101. (b) Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (ai) payment of the principal of and redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond either (i~~maturity or upon redemption as provided herein) shall have been made or caused to be made in accordance with the terms ~~thereof~~thereof with Available Moneys, or ~~(ii)~~ shall have been ~~provided for~~ made or caused to be made by irrevocably depositing ~~with~~ in the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department Eligible Moneys Account of the ~~Treasury~~ Bond Fund other moneys of the Borrower, in the form of cash and/or obligations described in Section 601(a)(i) hereof of the United States of America, maturing PAGE 269 as to principal and interest in such amounts and at such times as will ensure the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, and (bii) all necessary and proper fees, ~~compensation~~compensation and expenses, ~~indemnities and expenses~~ including legal fees of the ~~Trustee~~ Trustee, the Registrar, and the ~~Issuer~~ Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided ~~for~~for to the satisfaction of the Trustee. At such ~~time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time~~ times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or ~~entitled~~ subject to the ~~benefits~~ lien of this Indenture, except for the purposes of any such payment from cash or such moneys or ~~Governmental Obligations.~~ obligations described in Section 601(a)(i) hereof of the United States of America and shall be canceled pursuant to Section 210 hereof. (c) Notwithstanding the ~~foregoing~~foregoing subparagraph (b) hereinabove, no deposit ~~under clause (a)(ii) of the immediately preceding paragraph~~ thereunder shall be deemed a payment of ~~such~~ the Bonds ~~as aforesaid~~ unless and until (ai) proper notice of ~~redemption of such Bonds~~ Redemption shall have been ~~previously~~ given in accordance with ~~Section 5.2~~ Article III of this ~~Indenture~~Indenture or, ~~or if~~ in the event that the Bonds are not by their terms subject to ~~redemption~~ Redemption within the next succeeding sixty (60) days, until the ~~Company~~ Borrower shall have given the ~~Trustee in form satisfactory to~~ Trustee, on behalf of the ~~Trustee~~ Authority, irrevocable instructions to ~~notify, as soon as practicable,~~ notify the Owners of the Bonds, in accordance with Article III of this Indenture, that the deposit required by ~~the preceding paragraph~~ Section 1101(b) hereof has been made ~~with the Trustee~~ and that ~~the~~ said Bonds are deemed to have been paid in accordance with ~~this Section 11.2~~ the provisions hereof and stating the maturity or redemption date upon which the moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said ~~Bonds,~~ Bonds plus interest thereon to the due date ~~thereof;~~ thereof or ~~(b)~~ the maturity date of such Bonds; (ii) a certificate from a nationally recognized accounting firm, acceptable to Moody's, verifying that the ~~Bonds. All moneys so~~ Available Moneys (but not including investment earnings thereon) deposited with the Trustee ~~as provided~~ shall have been sufficient to pay when due the principal of, redemption premium, if any and interest accrued on such Outstanding Bonds to the date fixed for redemption; (iii) legal opinion of Bond Counsel to the effect that the Bonds have been paid in accordance with the terms of this ~~Section 11.2 may also be invested~~ Indenture (such opinion being given in reliance on the verification report identified in (ii) above); and ~~reinvested~~(iv) an opinion, at acceptable to Moody's, of nationally recognized counsel experienced in bankruptcy matters stating the ~~written direction~~ application of such Available Moneys or other moneys of the ~~Company, in Governmental Obligations, maturing~~ Borrower will not constitute a voidable preference in the ~~amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands~~ event of ~~the Trustee pursuant to this Section 11.2 which is not required for the~~ an occurrence of an Act of Bankruptcy. (d) The payment of principal ~~of the Bonds and interest and~~ of, redemption premium, if any, and interest due thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made ~~without~~ at the ~~consent~~ Principal Office of the ~~Owner of each Bond affected thereby. In determining the sufficiency~~ Trustee upon surrender of the ~~moneys and/or Government Obligations deposited pursuant to this Section 11.2, the~~ Bonds for cancellation. (e) The Trustee shall ~~receive, at~~ provide written notice to the ~~expense~~ Authority upon the maturity or defeasance of all of the ~~Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants~~Bonds Outstanding. ~~The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.~~PAGE 270 ARTICLE XII

Appears in 1 contract

Sources: Indenture of Trust (Burlington Coat Factory Warehouse Corp)

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture ~~when~~ when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) ~~moneys~~ cash sufficient to make such ~~payment or~~ payment, (2) ~~direct obligations~~ Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (~~including obligations issued or held in book entry form on the books of~~3) ~~the Department~~ a combination of ~~the Treasury of the United States of America, the principal of~~ cash and ~~the interest on which when due will provide sufficient moneys~~such Government Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. ~~At such time, and prior to the effectiveness of such defeasance, the~~ The Trustee shall be ~~provided~~ entitled to receive a verification report of an independent certified public accountant, verification agent or similar expert to the effect that such securities and/or cash, together with a the earnings thereon, will be sufficient to pay interest and principal (and applicable premium) on the Bonds to redemption or maturity or an opinion of counsel to the effect that all conditions precedent to the defeasance ~~opinion by nationally recognized bond counsel~~have been complied with. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section ~~5.2~~ 5.3 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the ~~Company~~ Borrower shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of ~~the~~ such Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the ~~Company~~Borrower, in ~~Governmental~~ Government Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall be entitled to receive, at the expense of the Issuer, a verification report of a firm of nationally recognized independent certified public accountants and a defeasance opinion from nationally recognized bond counsel. Anything in Article IX 9 hereof to the contrary notwithstanding, if moneys or ~~Governmental obligations~~ Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Trust Indenture

Defeasance of Bonds. ~~Any Bond~~ If the Successor Agency shall ~~be deemed~~ pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (i) by well and truly paying or causing to be paid ~~and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of~~ the principal of and interest on all or the applicable portion of ~~such Bond either (i) shall have been made or caused to be made in accordance with~~ Outstanding Bonds, as and when the ~~terms thereof, or~~ same become due and payable; or (ii) ~~shall have been provided for~~ by irrevocably depositing with the Trustee or an escrow agent, at or before maturity, money which, together with the available amounts then on deposit in ~~trust~~ the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or a portion of Outstanding Bonds, including all principal and interest, or; (iii) by irrevocably ~~set aside exclusively~~ depositing with the Trustee or an escrow agent, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or a portion thereof (including all principal and interest) at or before maturity; or (iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the Trustee for ~~such~~ cancellation; then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, ~~(1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on~~ the ~~books of) the Department~~ pledge of the ~~Treasury of the United States of America, the principal of~~ Tax Revenues and ~~the interest on which when due will provide sufficient moneys,~~ other funds provided for in this Indenture and ~~(b)~~ all ~~necessary and proper fees, compensation, indemnities and expenses~~ other obligations of the Trustee and the ~~Issuer pertaining to the Bonds~~ Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which ~~such deposit is made shall have~~ has been paid or and discharged, except only (a) the ~~payment thereof provided for. At such time~~covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and ~~prior~~ (d) the obligation of the Successor Agency to pay or cause to be paid to the ~~effectiveness~~ Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of ~~such defeasance~~the Trustee. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be ~~provided with a defeasance opinion by nationally recognized bond counsel. At~~ authorized to take such ~~time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled~~ actions and execute and deliver to the ~~benefits~~ Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of ~~this Indenture, except for the purposes~~ Bonds of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the ~~Bonds~~Bonds that the Successor Agency has determined to pay and discharge in part. ~~All moneys so deposited with~~ In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee ~~as provided in this Section 11.2 may also be invested and reinvested, at the written direction~~ which are not required for said purpose or for payment of ~~the Company, in Governmental Obligations, maturing in the~~ amounts ~~and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of~~ due the Trustee pursuant to ~~this~~ Section ~~11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited~~ 6.06 shall be ~~deposited~~ paid over to the Successor Agency for deposit in the ~~Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond~~ Redevelopment Obligation Retirement Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Bond Purchase Agreement

Defeasance of Bonds. Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) ~~direct obligations of (including obligations issued~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or ~~held in book entry form on the books of) the Department of the Treasury of the United States of America~~reinvestment thereof, the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, and (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is ~~made~~ made, shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required ~~by the preceding paragraph~~ by(a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. In the event the Bonds are to be defeased and the interest rate borne by the Bonds has not been established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to this Section 8.02, the Trustee shall require that the Company furnish to it (i) an opinion of Bond Counsel to the effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit Facility Period, an opinion of nationally recognized counsel experienced in bankruptcy matters, which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and certificates required to be furnished to it under this Section in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 8.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ noncallable Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 8.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other ~~Article~~ article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~8.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 8.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.ARTICLE IX

Appears in 1 contract

Sources: Lease Agreement (NuStar Energy L.P.)

Defeasance of Bonds. The following provisions of this Section 14.02 shall apply only from and after the Letter of Credit Termination Date: Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been ~~provided for by~~ irrevocably ~~depositing~~ deposited with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) ~~direct obligations~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient ~~moneys~~moneys to make such payment, and (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the ~~Issuer~~ Authority pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article VIII of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by ~~the preceding paragraph~~ (a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 14.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of ~~the~~ such Bonds. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 14.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ Government Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 14.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~14.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 14.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX XII hereof to the contrary notwithstanding, if moneys or ~~Governmental obligations~~ Government Obligations have been deposited or set aside with the Trustee pursuant to this Section ~~11.2~~ 14.02 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section ~~11.2~~ 14.02 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Trust Indenture (Sterigenics International)

Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal and interest of such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America, the principal of and the interest on which when due will provide sufficient moneys, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental ~~Obligations.~~ Obligations.‌ Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of the Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Trust Indenture

Defeasance of Bonds. (a) If the Authority shall pay or cause to be paid to all the Holders of any Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein with Available Moneys, and if the Authority shall keep, perform and observe all and singular the covenants and promises in the Bonds so paid and in this Indenture expressed as to be kept, performed and observed by it or on its part, then such Bonds shall cease to be subject to the Lien of this Indenture and the rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge this Indenture; provided that the Trustee's obligation to pay to the Holders of the Outstanding Bonds the principal of, redemption premium, if any, and interest to become due thereon shall survive the cancellation and discharge of this Indenture; and provided further that in the event there has been a drawing under the Letter of Credit for which the Letter of Credit Issuer has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Letter of Credit Issuer under the Reimbursement Agreement, and upon written instructions from the Letter of Credit Issuer, the Trustee shall assign and turn over to the Letter of Credit Issuer, as subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Loan Agreement. In such event the Trustee shall execute and deliver to the Authority such instruments in writing as shall be requisite to cancel the Lien hereof and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in its possession, except amounts required to be paid to the Borrower under Section 413 hereof, which shall be assigned and delivered to the Borrower, and except cash or securities held by the Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds. The Authority and the Borrower shall have no right to draw under the Letter of Credit for the payment of Bonds pursuant to this Section 1101. (b) Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (ai) payment of the principal of and redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond either (i~~maturity or upon redemption as provided herein) shall have been made or caused to be made in accordance with the terms ~~thereof~~thereof with Available Moneys, or ~~(ii)~~ shall have been ~~provided for~~ made or caused to be made by irrevocably depositing ~~with~~ in the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department Eligible Moneys Account of the ~~Treasury~~ Bond Fund other moneys of the Borrower, in the form of cash and/or obligations described in Section 601(a)(i) hereof of the United States of America, maturing as to principal and interest in such amounts and at such times as will ensure the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, and (bii) all necessary and proper fees, ~~compensation~~compensation and expenses, ~~indemnities and expenses~~ including legal fees of the ~~Trustee~~ Trustee, the Registrar, and the ~~Issuer~~ Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided ~~for~~for to the satisfaction of the Trustee. At such ~~time, and prior to the effectiveness of such defeasance, the Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel. At such time~~ times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or ~~entitled~~ subject to the ~~benefits~~ lien of this Indenture, except for the purposes of any such payment from cash or such moneys or ~~Governmental Obligations.~~ obligations described in Section 601(a)(i) hereof of the United States of America and shall be canceled pursuant to Section 210 hereof. (c) Notwithstanding the ~~foregoing~~foregoing subparagraph (b) hereinabove, no deposit ~~under clause (a)(ii) of the immediately preceding paragraph~~ thereunder shall be deemed a payment of ~~such~~ the Bonds ~~as aforesaid~~ unless and until (ai) proper notice of ~~redemption of such Bonds~~ Redemption shall have been ~~previously~~ given in accordance with ~~Section 5.2~~ Article III of this ~~Indenture~~Indenture or, ~~or if~~ in the event that the Bonds are not by their terms subject to ~~redemption~~ Redemption within the next succeeding sixty (60) days, until the ~~Company~~ Borrower shall have given the ~~Trustee in form satisfactory to~~ Trustee, on behalf of the ~~Trustee~~ Authority, irrevocable instructions to ~~notify, as soon as practicable,~~ notify the Owners of the Bonds, in accordance with Article III of this Indenture, that the deposit required by ~~the preceding paragraph~~ Section 1101(b) hereof has been made ~~with the Trustee~~ and that ~~the~~ said Bonds are deemed to have been paid in accordance with ~~this Section 11.2~~ the provisions hereof and stating the maturity or redemption date upon which the moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said ~~Bonds,~~ Bonds plus interest thereon to the due date ~~thereof;~~ thereof or ~~(b)~~ the maturity date of such Bonds; (ii) a certificate from a nationally recognized accounting firm, acceptable to Moody's, verifying that the ~~Bonds. All moneys so~~ Available Moneys (but not including investment earnings thereon) deposited with the Trustee ~~as provided~~ shall have been sufficient to pay when due the principal of, redemption premium, if any and interest (iii) legal opinion of Bond Counsel to the effect that the Bonds have been paid in accordance with the terms of this ~~Section 11.2 may also be invested~~ Indenture (such opinion being given in reliance on the verification report identified in (ii) above); and ~~reinvested~~(iv) an opinion, at acceptable to Moody's, of nationally recognized counsel experienced in bankruptcy matters stating the ~~written direction~~ application of such Available Moneys or other moneys of the ~~Company, in Governmental Obligations, maturing~~ Borrower will not constitute a voidable preference in the ~~amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands~~ event of ~~the Trustee pursuant to this Section 11.2 which is not required for the~~ an occurrence of an Act of Bankruptcy. (d) The payment of principal ~~of the Bonds and interest and~~ of, redemption premium, if any, and interest due thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made ~~without~~ at the ~~consent~~ Principal Office of the ~~Owner of each Bond affected thereby. In determining the sufficiency~~ Trustee upon surrender of the ~~moneys and/or Government Obligations deposited pursuant to this Section 11.2, the~~ Bonds for cancellation. (e) The Trustee shall ~~receive, at~~ provide written notice to the ~~expense~~ Authority upon the maturity or defeasance of all of the ~~Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange~~ Bonds ~~shall survive the discharge of this Indenture~~Outstanding.

Appears in 1 contract

Sources: Indenture of Trust (Burlington Coat Factory Warehouse Corp)

Defeasance of Bonds. Any Bond shall be deemed to be paid ~~and no longer Outstanding~~ within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of ~~such Bond~~ maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the ~~Trustee~~ Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such ~~payment~~ payment, or (2) ~~direct obligations of (including obligations issued~~ Government Obligations maturing as to principal and interest in such amounts and at such times as will insure, without further investment or ~~held in book entry form on the books of) the Department of the Treasury of the United States of America~~reinvestment thereof, the ~~principal~~ availability of ~~and the interest on which when due will provide~~ sufficient ~~moneys~~moneys to make such payment, and (b) all necessary and proper fees, ~~compensation, indemnities~~ compensation and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is ~~made~~ made, shall have been paid or the payment thereof provided ~~for. At such time, and prior~~ for to the ~~effectiveness~~ satisfaction of ~~such defeasance,~~ the ~~Trustee shall be provided with a defeasance opinion by nationally recognized bond counsel~~Trustee. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or ~~Governmental~~ Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with ~~Section 5.2~~ Article III of this Indenture, or if in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the ~~Trustee~~ Trustee, in form satisfactory to the ~~Trustee~~ Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the ~~Bonds,~~ Bonds that the deposit required by ~~the preceding paragraph~~ (a)(ii) above has been made with the Trustee and that ~~the~~ said Bonds are deemed to have been paid in accordance with this Section ~~11.2~~ 8.02 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; , or (b) the maturity of such Bonds. In the event the Bonds are to be defeased and the interest rate borne by the Bonds has not been established for the entire period through and including the date on which principal and interest on the Bonds shall be paid, then for purposes of determining the interest portion of the deposit under clause (a)(ii) of the first paragraph of this Section with respect to the period during which no interest rate has yet been established, the interest rate borne by the Bonds during any such period shall be deemed to be the Maximum Rate for such period. Before accepting or using any moneys to be deposited pursuant to this Section 8.02, the Trustee shall require that the Company furnish to it (i) an opinion of Bond Counsel to the effect that such deposit will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and that all conditions hereunder have been satisfied, (ii) a certificate of an independent certified public accounting firm of national reputation or a verification form acceptable to the Trustee (a copy of which shall be furnished to the rating agency then providing the rating borne by the Bonds) to the effect that such deposit of moneys or Government Obligations will be sufficient to defease the Bonds as provided in this Section 8.02, and (iii) during any Credit Facility Period, an opinion of nationally recognized counsel experienced in bankruptcy matters, which opinion shall be satisfactory to the rating agency (if any) then providing the rating borne by the Bonds, to the effect that the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Act of Bankruptcy. The Trustee shall be fully protected in relying upon the opinions and certificates required to be furnished to it under this Section in accepting or using any moneys deposited pursuant to this Article VIII. All moneys so deposited with the Trustee as provided in this Section ~~11.2~~ 8.02 may also be invested and reinvested, at the ~~written~~ direction of the Company, in ~~Governmental~~ noncallable Government - Obligations, maturing in the amounts and ~~at the~~ times as hereinbefore set forth, and all income from all ~~Governmental~~ Government Obligations in the hands of the Trustee pursuant to this Section ~~11.2~~ 8.02 which is not required for the payment ~~of principal~~ of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the General Account of the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the General Account of the Bond Fund; provided, however, unless the opinion of Bond Counsel specifically permits any such reinvestment, the Company shall furnish to the Trustee an opinion of Bond Counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Issuer hereby covenants that no deposit will knowingly be made or accepted and no use knowingly made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other ~~Article~~ article of this Indenture which may be contrary to the provisions of this Section ~~11.2~~8.02, all moneys or ~~Governmental~~ Government Obligations set aside and held in trust pursuant to the provisions of this Section ~~11.2~~ 8.02 for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the interest and premium thereon, if any) with respect to which such moneys or ~~Governmental~~ Government Obligations have been so set aside in trust. Anything in Article IX hereof to the contrary notwithstanding, if moneys or Governmental obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the Owner of each Bond affected thereby. In determining the sufficiency of the moneys and/or Government Obligations deposited pursuant to this Section 11.2, the Trustee shall receive, at the expense of the Company, and may rely on a verification report of a firm of nationally recognized independent certified public accountants. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture.

Appears in 1 contract

Sources: Lease Agreement (NuStar Energy L.P.)

Common use of Defeasance of Bonds Clause in Contracts