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<br />-47- <br />ARTICLE IX <br /> <br />MISCELLANEOUS <br /> <br />Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, <br />is intended to give to any person other than the Successor Agency, the Trustee and the Owners, <br />any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, <br />promises or agreements in this Indenture contained by and on behalf of the Successor Agency <br />shall be for the sole and exclusive benefit of the Trustee and the Owners. <br /> <br />Section 9.02. Successor is Deemed Included in All References to Predecessor. <br />Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the <br />Trustee is named or referred to, such reference shall be deemed to include the successors or <br />assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf <br />of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective <br />successors and assigns thereof whether so expressed or not. <br /> <br />Section 9.03. Defeasance of Bonds. If the Successor Agency shall pay and discharge the <br />entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: <br /> <br />(i) by well and truly paying or causing to be paid the principal of and interest on all <br />or the applicable portion of Outstanding Bonds, as and when the same become due and <br />payable; or <br /> <br />(ii) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or <br />before maturity, money which, together with the available amounts then on deposit in the <br />funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or a <br />portion of Outstanding Bonds, including all principal and interest, or; <br /> <br />(iii) by irrevocably depositing with the Trustee or an escrow agent, in trust, <br />Defeasance Obligations in such amount as an Independent Accountant shall determine <br />will, together with the interest to accrue thereon and available moneys then on deposit in <br />the funds and accounts established pursuant to this Indenture, be fully sufficient to pay <br />and discharge the indebtedness on all Bonds or a portion thereof (including all principal <br />and interest) at or before maturity; or <br /> <br />(iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the <br />Trustee for cancellation; <br /> <br />then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have <br />been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in <br />this Indenture and all other obligations of the Trustee and the Successor Agency under this <br />Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with <br />respect to that portion of the Bonds which has been paid and discharged, except only (a) the <br />covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the <br />Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency <br />under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be <br />paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and <br />to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency <br />shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then <br />Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the <br />473