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(iii) any proceeds from the sale of the Note remaining after the deposits <br /> provided for in clauses (i) and (ii) above, shall be applied to pay expenses <br /> arising in connection with the issuance of the Note. <br /> Any sale proceeds of the Note remaining after making all deposits and payments provided <br /> for above shall be applied to the payment of interest on the Note and deposited into the Debt <br /> Service Fund. <br /> Section 27. DEFEASANCE PROVISIONS. (a) Any Note and the interest thereon <br /> shall be deemed to be paid, retired and no longer outstanding (a "Defeased Note") within the <br /> meaning of this Resolution, except to the extent provided in subsections (c) and (e) of this <br /> Section, when payment of the principal of such Note, plus interest thereon to the due date or <br /> dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) <br /> either (i) shall have been made or caused to be made in accordance with the terms thereof <br /> (including the giving of any required notice of redemption or the establishment of irrevocable <br /> provisions for the giving of such notice) or (ii) shall have been provided for on or before such <br /> due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an <br /> eligible trust company or commercial bank for such payment (1) lawful money of the United <br /> States of America sufficient to make such payment, (2) Defeasance Securities, certified by an <br /> independent public accounting firm of national reputation to mature as to principal and interest in <br /> such amounts and at such times as will ensure the availability,without reinvestment, of sufficient <br /> money to provide for such payment and when proper arrangements have been made by the <br /> Authority with the Paying Agent/Registrar or an eligible trust company or commercial bank for <br /> the payment of its services until all Defeased Notes shall have become due and payable or (3) <br /> any combination of(1) and (2). At such time as a Note shall be deemed to be a Defeased Notea <br /> hereunder, as aforesaid, such Note and the interest thereon shall no longer be secured by, payable <br /> from, or entitled to the benefits of, the Future Bond Proceeds as provided in this Resolution, and <br /> such principal and interest shall be payable solely from such money or Defeasance Securities. <br /> (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Note <br /> as aforesaid when proper notice of redemption of such Note shall have been given or upon the <br /> establishment of irrevocable provisions for the giving of such notice, in accordance with this <br /> Resolution. Any money so deposited with the Paying Agent/Registrar or an eligible trust <br /> company or commercial bank as provided in this Section may at the discretion of the Authority <br /> also be invested in Defeasance Securities, maturing in the amounts and at the times as <br /> hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying <br /> Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which <br /> is not required for the payment of such Note and premium, if any, and interest thereon with <br /> respect to which such money has been so deposited, shall be remitted to the Authority. <br /> (c) Notwithstanding any provision of any other Section of this Resolution which may be <br /> contrary to the provisions of this Section, all money or Defeasance Securities set aside and held <br /> in trust pursuant to the provisions of this Section for the payment of principal of the Note and <br /> premium, if any, and interest thereon, shall be applied to and used solely for the payment of the <br /> particular Note and premium, if any, and interest thereon, with respect to which such money or <br /> Defeasance Securities have been so set aside in trust. Until all Defeased Notes shall have <br /> become due and payable, the Paying Agent/Registrar shall perform the services of Paying <br /> 19 <br /> ARWA\BAN\2023:Authorizing Resolution <br />