10A Action 2008 0602 Attach - Indenture of Trust

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discharged, except only (a) the covenants of the Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Agency under Section 6.06 hereof, and (d) the obligation of the Agency to pay or cause to be paid to the Owners (or the Series 2008 Insurer and any other Insurer), from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee, the Series 2008 and any other Insurer all fees, expenses and costs of the Trustee, the Series 2008 Insurer and any other Insurer. In the event the Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Agency. (b) In the event that any portion or all of the Bonds are to be paid and discharged pursuant to Section 9.03(a)(iii), the Series 2008 Insurer and any other Insurer shall be notified and provided with a draft copy of any proposed escrow agreement establishing the defeasance trust, the form of the Independent Certified Public Accountant's certificate, the preliminary official statement of the refunding issue (if applicable) and the form of approving opinion of Bond Counsel. These materials shall be delivered to the Series 2008 Insurer and any other Insurer by the Agency no less than five (5) Business Days prior to the scheduled payment and discharge. Substitution of securities held in trust in the escrow shall not be permitted without the consent of the Series 2008 Insurer and any other Insurer. In the event that a forward purchase agreement will be utilized in connection with a defeasance trust, such agreement shall be subject to the approval of the Series 2008 Insurer and any other Insurer and shall be accompanied by such opinions of counsel as may required by the Series 2008 Insurer and any other Insurer. A copy of any such escrow agreement and the Independent Certified Public Accountant's certificate stating that the escrow is sufficient to meet the standards of Section 9.03(a)(iii), the final official statement for the refunding issue (if applicable), the approving opinion of Bond Counsel, the Trustee's receipt, and the Trustee's certification as to the application of funds shall be furnished to the Series 2008 Insurer and any other Insurer no later than ten (10) Business Days subsequent to payment and discharge of the applicable Bonds by the Agency. If a forward supply contract is employed in connection with the defeasance of any of the Bonds, (i) the verification report relating to the defeasance of such Bonds shall expressly state that the adequacy of the escrow to accomplish the defeasance relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement, the terms of the escrow agreement shall be controlling. (c) Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due of the Bonds is paid by the Series 2008 Insurer pursuant to the Series 2008 48