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or agreement on the part of the defaulting party herein contained, the defaulting party, upon successful completion of such proceedings by the nondefaulting party, agrees that it will on demand therefor pay to the nondefaulting party the reasonable fees of and subject to any provision in the JPA Agreement regarding indemnification or payment of attorney fees, such attorney fees and such other expenses so incurred by the nondefaulting party. Section 5.06. Trustee and Bond Owners to Exercise Rights. Such rights and remedies as are given to the Authority under this Article V have been pledged by the Authority to the Trustee for the benefit of the Bond Owners, to which pledge User hereby consents. Such rights and remedies shall be exercised by the Authority, the Trustee and the Bond Owners as provided in the Trust Agreement. ARTICLE VI MISCELLANEOUS Section 6.01. Prepayment. Notwithstanding any other provision of this Operating Agreement, a User , with the consent of the Authority, may secure the payment of its Service Payments by a deposit with the Trustee, as escrow holder under an escrow deposit and trust agreement as referenced in and in conformance with the'Trust Agreement, of either (i) cash in an amount which is sufficient to pay all unpaid Service Payments imaccordance with the schedule set forth in the Trust Agreement, or (ii) non - callable Federal Securities or pre - refunded non - callable municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or any other investment approved in writing by the Trustee, together with cash if required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon, be fully sufficient to pay all unpaid Service Payments pursuant to the'I'rust Agreement on their payment dates so that a pro -rata share of the Bonds shall be defeased as provided for in the Trust Agreement. In the event of a deposit pursuant to this Section 6.01, all obligations of the User under this Operating Agreement shall cease and terminate, excepting only the obligation of the User to make, or cause to be made, all Service Payments from the deposit made by User pursuant to this Section 6.01 and the obligation, to the extent the User is still using the service provided by the Project, to pay the Operating Payments. Said deposit shall be deemed to be and shall constitute a special fund for the payment of Service Payments in accordance with the provisions of this Operating Agreement The Authority shall consent to such prepayment or defeasance to the extent the same complies with the tax covenants of the Authority and the Counties. Section 6.02. Benefits of Operating Agreement Limited to Parties: Except as provided in Section 6.03, nothing contained herein, express or implied, is intended to give to any person other than the Authority or the Users any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or -20- Project Operating Agreement 082710