PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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Bonds and interest thereon by depositing with the Trustee at or at any time before maturity amounts sufficient either in cash or in Government Obligations (not callable, except at the option of the holder thereof), the principal and interest on which when due and payable(or redeemable at the option of the holder thereof)and without consideration of any reinvestment thereof shall be sufficient,to pay the entire amount due or to become due thereon for principal and premium,if any,and interest to maturity of all said Bonds outstanding, or (c) deliver to the Trustee(1)proof satisfactory to the Trustee that notice of redemption of all of the outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III of the Indenture, or that arrangements satisfactory to the Trustee have been made insuring that such notice will be given or waived, or (2) a waiver of such notice of redemption signed by the holders of all of such outstanding Bonds, and in any such case, deposit with the Trustee before the date on which such Bonds are to be redeemed,as provided in said Article III,the entire amount of the redemption price., including accrued interest and premium, if any, either in cash or in Government Obligations(not callable,except at the option of the holder thereof)in such aggregate face amount, bearing interest at such rates and maturing or being callable at the option of the holder thereof on such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed, and on such prior dates when principal of and interest on the outstanding Bonds is due and payable, or (d) surrender to the Trustee for cancellation all Bonds for which payment is not so provided., and shall also pay all other sums due and payable under the Indenture and under the Loan Agreement by the Borrower,provided that if Bonds are to be defeased under either paragraph (b) or (c) above, an opinion of Bond Counsel shall be rendered to the Trustee to the effect that the tax-exempt status of interest on the Tax-Exempt Bonds shall not be impaired thereby and a written report from an Independent certified public accounting firm shall be delivered to the Trustee in form and substance satisfactory to the Trustee verifying the sufficiency of the cash and Government Obligations to pay all principal, interest and redemption price described above, then and in that case, all the Trust Estate shall revert to the Borrower and the entire estate, right, title and interest of the Trustee and of the registered owners of the Bonds in respect thereof shall thereupon cease,determine and become void;and the Trustee in such case,upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of the Indenture,shall,upon receipt of an opinion of Bond Counsel as to compliance with conditions precedent,and at its cost and expense, execute proper instruments acknowledging satisfaction of the Indenture and surrender to the Borrower all cash and deposited securities, if any (other than cash or securities for the payment of the Bonds and interest thereon),which shall then be held under the Indenture as a part of the Trust Estate.