Other - Disclosure Documents Fourteenth Supplemental Master Trust Indenture Fifteenth Supplemental Master Trust Indenture Summary ofrevenue and Expenses of Obligated Group
FOURTEENTH SUPPLEMENTAL MASTER TRUST INDENTURE BETWEEN MIDWESTERN UNIVERSITY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee Dated as of May 1,2011 Supplementing the Master Trust Indenture dated as of July 1, 1996, as supplemented and amended, and providing for the issuance of a Direct Note Obligation This instrument was prepared by: Christopher F. Walrath Becky Brueckel Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 2986659.01.05.doc 1118751
THIS FOURTEENTH SUPPLEMENTAL MASTER TRUST INDENTURE dated as of May 1, 2011 (the "Fourteenth Supplemental Master Indenture"), between MIDWESTERN UNIVERSITY, an Illinois not for profit corporation (the "Corporation"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America, as successor master trustee (the "Master Trustee"), supplements the Existing Master Indenture (as hereinafter defined). WITNESSETH: WHEREAS, the Corporation is authorized by law, and deems it necessary and desirable, to issue and deliver Direct Note Obligations of various series (the "Obligations") under the Master Indenture (as hereinafter defined) in order to secure the financing or refinancing of educational facilities and for other lawful and proper corporate purposes; and WHEREAS, the Corporation, as the sole Member of the Obligated Group (as such terms are defined in the Existing Master Indenture), has executed and delivered to the Master Trustee the Master Trust Indenture dated as of July 1, 1996 (the "Original Master Indenture"), as heretofore supplemented and amended (the "Existing Master Indenture"), and as further supplemented by this Fourteenth Supplemental Master Indenture (collectively, the "Master Indenture"), for the purpose of providing for the issuance of Obligations; and WHEREAS,The Industrial Development Authority of the City of Glendale, Arizona (the "Issuer") has heretofore issued its Adjustable Rate Demand Revenue Refunding Bonds, Midwestern University, Series 2008 (the "Series 2008 Bonds"), pursuant to the Trust Indenture dated as of May 1,2008 (the "Bond Indenture"), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the "Bond Trustee"); and WHEREAS, the proceeds from the sale of the Series 2008 Bonds were loaned to the Corporation pursuant to the Loan Agreement dated as of May 1,2008 (the "Loan Agreement"), between the Issuer and the Corporation; and WHEREAS, as security for the payment of Series 2008 Bonds bearing interest at the Daily Rate, the Weekly Rate and the Adjustable Rate (as such terms are defined in the Bond Indenture), the Corporation is delivering to the Bond Trustee, on the date of the execution hereof, an irrevocable transferable letter of credit (the "Letter of Credit") issued by JPMorgan Chase Bank, N.A. (the "Bank") in substitution for the irrevocable transferable letter of credit issued by Bank of America, N.A. in connection with the original issuance of the Series 2008 Bonds; and WHEREAS, the Bond Trustee will be entitled to make drawings on the Letter of Credit, in accordance with the terms thereof, up to (a) an aggregate amount sufficient to pay (i) the aggregate principal amount of the Series 2008 Bonds then outstanding, or (ii) the purchase price or a portion of the purchase price equal to the aggregate principal amount of Series 2008 Bonds delivered for purchase pursuant to Article III of the Bond Indenture, plus (b) an amount equal to
35 days' accrued interest on the Series 2008 Bonds, calculated at an assumed rate of ten percent (10%) per annum; and WHEREAS, the Letter of Credit is being issued pursuant to the terms of the Reimbursement Agreement dated as of May 3, 2011 (the "Reimbursement Agreement"), between the Corporation and the Bank; and WHEREAS, the Corporation is issuing and delivering to the Bank its Direct Note Obligation, Series 2008 (JPMorgan Chase Bank, NA. Bank Reimbursement) dated May 3,2011 (the "Bank Obligation"), under the Master Indenture in order to secure its obligations under the Reimbursement Agreement; and WHEREAS, the execution of this Fourteenth Supplemental Master Indenture and the issuance of the Bank Obligation have in all respects been duly authorized by the Corporation; and WHEREAS, all acts and things necessary to make the Bank Obligation, when executed by the Corporation and authenticated and delivered by the Master Trustee, the valid, binding and legal obligation of the Obligated Group, and to constitute these presents, together with the Existing Master Indenture, a valid indenture and agreement according to its terms and the terms of the Existing Master Indenture, have been done and performed; Now,THEREFORE, THIS FOURTEEN'!H SUPPLEMENTAL MASTER INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Bank Obligation is authenticated, issued and delivered, and in consideration of the premises and the acceptance of the Bank Obligation by the Bank, the Corporation hereby covenants and agrees with the Master Trustee as follows: ARTICLE I OBLIGATION CREATED BY THIS FOURTEENTH SUPPLEMENTAL MASTER INDENTURE There is hereby created an Obligation of the Corporation to be known and entitled "Direct Note Obligation, Series 2008 (JPMorgan Chase Bank, NA. Bank Reimbursement)" (the "Bank Obligation"). The Bank Obligation shall be in substantially the form set forth in Exhibit A hereto, with such modifications, insertions, omissions and changes as are required or permitted by the provisions of the Existing Master Indenture and this Fourteenth Supplemental Master Indenture, and shall be executed, authenticated and delivered in accordance with Article II of the Original Master Indenture. The Bank Obligation shall be in the principal amount of $28,878,056, shall be numbered R-1 and shall be dated May 3, 2011. The Bank Obligation shall bear interest at the rate of -2-
interest per annum specified in the Reimbursement Agreement with respect to the obligations owing by the Corporation thereunder. All payments on the Bank Obligation shall be due and payable on the same dates and in the same amounts as payments are due by the Corporation to the Bank under the Reimbursement Agreement. The Bank Obligation shall be an Accelerable Instrument (as defined in the Master Indenture). Payments on the Bank Obligation shall be made to the Bank at its office located at 131 South Dearborn Street, Chicago, Illinois 60603-0236, or at such other place as the Bank may designate by notice in writing to the Corporation. The Corporation shall receive certain credits against its required payments on the Bank Obligation to the extent such payments are made pursuant to the provisions of the Reimbursement Agreement. The Bank Obligation shall not be issued until all conditions precedent to the issuance of the Letter of Credit have been satisfied or waived by the proper party or parties. The conditions precedent to the deli very of the Bank Obligation shall include, among other things: (a)delivery to the Master Trustee of an opinion of Independent Counsel acceptable to the Master Trustee to the effect that all requirements and conditions to the issuance of the Bank Obligation, if any, set forth herein and in the Original Master Indenture have been complied with and satisfied; and (b) delivery to the Master Trustee of an opinion of Independent Counsel acceptable to the Master Trustee to the effect that registration of the Bank Obligation under the Securities Act of 1933, as amended, is not required, or, if such registration is required, that the Obligated Group has complied with all applicable provisions of said Act. ARTICLE II REPRESENTATIONS The Corporation represents and warrants that all representations and warranties contained in Section 403 of the Original Master Indenture are true and correct on the date hereof with the same effect as if said representations and warranties were made herein on and as of the date hereof; provided that the references to the Master Indenture shall be deemed to include this Fourteenth Supplemental Master Indenture. ARTICLE III MISCELLANEOUS In all respects not inconsistent with the terms and provisions of this Fourteenth Supplemental Master Indenture, the Existing Master Indenture is hereby ratified, approved and confirmed. - 3 -
This Fourteenth Supplemental Master Indenture and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Illinois. -4-
IN WITNESS WHEREOF, MIDWESTERN UNIVERSITY and THE BANK OF NEW YORK MELLON 'TRUST COMPANY, N.A. have caused this Fourteenth Supplemental Master Indenture to be duly executed by persons thereunto duly authorized, all as of the day and year first written above. MIDWESTERN UNIVERSITY ArrEST: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee By Vice President _ - 5 -
INWITNESS WHEREOF, MIDWESTERN UNIVERSITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. have caused this Fourteenth Supplemental Master Indenture to be duly executed by persons thereunto duly authorized, all as of the day and year first written above. MIDWESTERN UNIVERSITY ATTEST: By _ President and ChiefExecutive Officer Assistant Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee By---I--'---fI-&----If~ I'~---- - 5-
EXHIBIT A No. R-l [FORM OF BANK OBLIGATION] THIS OBLIGATION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED. DIRECI' NOTE OBLIGATION, SERIES 2008 (JPMORGAN CHASE BANK, N.A. BANK REIMBURSEMENT) $28,878,056 FOR VALUE RECEIVED, the undersigned, MIDWESTERN UNIVERSITY, an Illinois not for profit corporation (the "Corporation"), for value received, hereby promises to pay to JPMORGAN CHASE BANK, N.A., a national banking association (the "Bank"), or registered assigns, at the office of the Bank located at 131 South Dearborn Street, Chicago, Illinois 60603-0236, or at such other place as the holder hereof may designate by notice in writing to the Corporation, under and pursuant to that certain Reimbursement Agreement dated as of May 3, 2011 (the "Reimbursement Agreement"), between the Corporation and the Bank, the lesser of (i) the principal sum of TWENTY-EIGHT MILLION EIGHT HUNDRED SEVENTY-EIGHT THOUSAND FIFIT-SIX DOLLARS ($28,878,056) or (ii) all unpaid obligations of the Corporation owing under the Reimbursement Agreement. The Corporation further promises to pay interest on the amount of such obligations from time to time remaining unpaid at the then applicable rate of interest per annum specified in the Reimbursement Agreement. All payments hereon shall be due and payable on the same dates and in the same amounts as payments are due by the Corporation to the Bank under the Reimbursement Agreement. Amounts payable hereunder are payable in any coin or currency of the United States of America which, at the respective times of payment, is legal tender for the payment of public and private debts. The Bank is, concurrently herewith, issuing its irrevocable transferable letter of credit (the "Letter of Credit") to secure the payment of principal of and interest on, and the purchase price upon tender of, The Industrial Development Authority of the City of Glendale, Arizona Adjustable Rate Demand Revenue Refunding Bonds, Midwestern University, Series 2008 (the "Series 2008 Bonds"), issued on May 15, 2008 for the purpose of refunding certain revenue bonds, the proceeds of which were used to finance, refinance and reimburse the Corporation for all or a portion of the costs of certain capital improvements to and equipment for its educational and related facilities. The Corporation is entering into the Reimbursement Agreement and issuing this Obligation (the "Bank Obligation") in order to evidence and secure its obligations to reimburse the Bank for certain payments made by the Bank under the Letter of Credit and to pay to the Bank certain other amounts, as more fully set forth in the Reimbursement Agreement. The Corporation shall receive a credit against its obligation to make payments on this Obligation to the extent that it has made payments to the Bank under the Reimbursement Agreement. This Bank Obligation is issued under and secured by, and entitled to the security of, a Master Trust Indenture dated as of July 1, 1996 (the "Original Master Indenture"), as heretofore A-I
supplemented and amended, and as further supplemented by the Fourteenth Supplemental Master Trust Indenture dated as of May 1, 2011 (the "Fourteenth Supplemental Master Indenture") (the Original Master Indenture, as so supplemented and amended and as hereafter further supplemented and amended, being referred to herein as the "Master Indenture"), duly executed and delivered by the Corporation to The Bank of New York Mellon Trust Company, N.A., as successor master trustee (the "Master Trustee"). Modifications or alterations of the Master Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Master Indenture. The Master Trustee may deem and treat the registered holder hereof as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and the premium, if any, and interest due hereon and for all other purposes, and the Master Trustee shall not be affected by any notice to the contrary. The Corporation is currently the only Member of the Obligated Group (as such terms are defined in the Master Indenture). It is provided in the Master Indenture that the Corporation and any future Members of the Obligated Group may hereafter issue Additional Obligations (as defined in the Master Indenture) from time to time, and if issued, such Additional Obligations will rank pari passu with this Bank Obligation and all other Obligations (as defined in the Master Indenture) heretofore or hereafter issued under the Master Indenture, except as otherwise provided in the Master Indenture. Reference is made to the Master Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security for the Obligations, the rights, duties and obligations of the Corporation, the other Members of the Obligated Group and the Master Trustee and the rights of the holders of the Obligations and to all of the other provisions that the holder hereof, by the acceptance of this Bank Obligation, consents to. The holder of this Bank Obligation shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Master Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Master Indenture. In certain events (including, without limitation, the occurrence of an "event of default," as defined in the Master Indenture), on the conditions, in the manner and with the effect set forth in the Master Indenture, the outstanding principal of this Bank Obligation may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. This Bank Obligation is an Accelerable Instrument (as defined in the Master Indenture). It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Master Indenture, precedent to and in the issuance of this Bank Obligation, exist, have happened and have been performed and that the issuance, authentication and delivery of this Bank Obligation have been duly authorized by resolution of the Corporation duly adopted. No recourse shall be had for the payment of the principal of Or premium or interest on this Bank Obligation or for any claim based hereon or upon any obligation, covenant or A-2
agreement contained in the Master Indenture against any past, present or future officer, trustee, director, member, employee or agent of any Member of the Obligated Group or any incorporator, officer, director, member, employee or agent of any successor corporation, as such, either directly or through any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of the Master Indenture and the issuance of this Bank Obligation. The Corporation, on behalf of itself and the other Members, hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all defenses on the grounds of extension of time of payment for the payment hereof which may be given (other than in writing) by the Master Trustee to the Members. This Bank Obligation shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Master Indenture until the Certificate of Authentication hereon shall have been duly executed by the Master Trustee. A-3
IN WITNESS WHEREOF, MIDWESTERN UNIVERSITY has caused this Bank Obligation to be executed in its name and on its behalf by the manual signature of its President and Chief Executive Officer and has caused its seal to be hereunto manually affixed and attested to by the manual signature of its Assistant Secretary, all as of May 3,2011. MIDWESTERN UNIVERSITY [SEAL] By ----:- _ President and Chief Executive Officer ATTEST: Assistant Secretary A-4
CERTIFICATE OF AUTHENTICATION This Bank Obligation is one of the Obligations described in the within-mentioned Master Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee By Authorized Officer _ Date of Authentication: May 3,2011. A-5
FIFfEENTH SUPPLEMENTAL MASTER TRUST INDENTURE BEfWEEN MIDWESTERN UNIVERSITY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee Dated as of September 1,2011 Supplementing and Amending the Master Trust Indenture Dated as of July 1,1996, as supplemented and amended, and Providing for the Issuance of Additional Direct Note Obligations This instrument was prepared by: Christopher F. Walrath Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 3026993.01.06.doc 1118876
Tnis FIFTEENTH SUPPLEMENTAL MASTER TRUST INDENTURE (the "Fifteenth Supplemental Master Indenture") dated as of September 1, 2011, between MIDWESTERN UNIVERSITY, an lllinois not for profit corporation (the "Corporation"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor to American National Bank and Trust Company of Chicago), a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America, as master trustee (the "Master Trustee"); WITNESSETH WHEREAS, the Corporation is authorized by law, and deems it necessary and desirable, to issue and deliver Direct Note Obligations (the "Obligations") of several series in order to secure the financing or refinancing of educational facilities and for other lawful and proper corporate purposes; and WHEREAS, the Corporation is the sole Member of the Obligated Group (as defined in the hereinafter described Original Master Indenture) and has executed and delivered to the Master Trustee the Master Trust Indenture dated as of July 1, 1996 (the "Original Master Indenture"), as heretofore supplemented and amended (the "Existing Master Indenture"), and as further supplemented and amended by this Fifteenth Supplemental Master Trust Indenture (herein collectively referred to as the "Master Indenture") for the purpose of providing for the issuance of Obligations of various series, without limit as to principal amount except as therein stated; and WHEREAS, all acts and things necessary to make the Obligations when authorized and executed by any Member of the Obligated Group and authenticated and delivered by the Master Trustee as provided in the Master Indenture, the valid, binding and legal obligations of the Obligated Group, and to constitute these presents, together with the Master Indenture, a valid indenture and agreement according to its terms and the terms of the Master Indenture, have been done and performed and the execution of this Fifteenth Supplemental Master Indenture and the issuance hereunder and under the Master Indenture of the (i) $50,000,000 Direct Note Obligation, Series 2011 (The Industrial Development Authority of the City of Glendale, Arizona) (the "Series 2011 Obligation") and (ii) the Bank Obligation (hereinafter referred to) of the Corporation have in all respects been duly authorized, and the Corporation, in the exercise of the legal right and power vested in it, executes this Fifteenth Supplemental Master Indenture and the Corporation proposes to make, execute, issue and deliver the Series 2011 Obligation and the Bank Obligation created hereby; and WHEREAS, the Corporation has determined that the Series 2011 Obligation may be issued in fully registered form without coupons and that the form of such Series 20] 1 Obligation and the Master Trustee's certificate of authentication to be endorsed thereon are to be in substantially the forms set forth in Exhibit A hereto, with such modifications, insertions, omissions and changes as are required or permitted by the provisions of the Master Indenture and this Fifteenth Supplemental Master Indenture; and
WHEREAS, the Series 2011 Obligation is being issued in connection with the issuance by The Industrial Development Authority of the City of Glendale, Arizona (the "Authority") of its Adjustable Rate Demand Revenue Bonds, Midwestern University, Series 2011 (the "Series 2011 Bonds"), in the aggregate principal amount of $50,000,000 pursuant to the Bond Trust Indenture dated as of September 1,2011 (the "Bond Indenture"), between the Authority and The Bank of New York Mellon Trust Company, N A., as bond trustee (the "Bond Trustee"); and WHEREAS, as security for the payment of Series 2011 Bonds in a Daily Rate Mode, a Weekly Rate Mode or an Adjustable Rate Mode, the Corporation will be required to deliver to the Bond Trustee on the date of initial delivery of the Series 2011 Bonds an irrevocable transferable direct pay letter of credit (the "Initial Credit Facility") issued by JPMorgan Chase Bank, N.A. (the "Credit Provider"), against which the Bond Trustee shall be entitled to draw, in accordance with the terms thereof, up to (a) an aggregate amount sufficient to pay (i) the aggregate principal amount of the Series 2011 Bonds then outstanding, or (ii) the purchase price or a portion of the purchase price equal to the aggregate principal amount of Series 2011 Bonds delivered for purchase pursuant to Article III of this Bond Indenture; plus (b) an amount equal to 35 days' accrued interest on the Series 2011 Bonds, calculated at an assumed rate of ten percent (10%) per annum; and WHEREAS, the Initial Credit Facility is being issued pursuant to the terms of the Reimbursement Agreement dated as of September 1, 2011 (the "Reimbursement Agreement"), between the Corporation and the Credit Provider to evidence and secure the Corporation's obligations to reimburse Credit Provider for certain payments made by the Credit Provider under the Initial Credit Facility and to pay to the Credit Provider certain other amounts as more fully set forth in the Reimbursement Agreement; and WHEREAS, the Corporation is issuing and delivering to the Credit Provider its Direct Note Obligation, Series 2011 (JPMorgan Chase Bank, NA. Bank Reimbursement) (the "Bank Obligation") in order to secure its obligations under the Reimbursement Agreement; and WHEREAS, the Corporation has determined that the Bank Obligation may be issued in fully registered form without coupons and that the form of such Bank Obligation and the Master Trustee's certificate of authentication to be endorsed thereon are to be in substantially the forms set forth in Exhibit B hereto, with such modifications, insertions, omissions and changes as are required or permitted by the provisions of the Master Indenture and this Fifteenth Supplemental Master Indenture; and Now, THEREFORE, THIS FIFTEENTH SUPPLEMENTAL MASTER INDENTURE WITNESSETH That in order to declare the terms and conditions upon which the Series 2011 Obligation and the Bank Obligation are authenticated, issued and delivered, and in consideration of the premises and the purchase and acceptance of the Series 2011 Obligation and the Bank Obligation by the holder thereof, the Members of the Obligated Group covenant and agree with the Master Trustee as follows: - 2-
ARTICLE I OBLIGATIONS CREATED BY THIS FIFfEENTH SUPPLEMENTAL MASTER INDENTURE Section 101. Issuance ofseries 2011 Obligation. There is hereby created an Obligation of the Corporation to be known and entitled "Direct Note Obligation, Series 2011 (The Industrial Development Authority of the City of Glendale, Arizona)" (the "Series 2011 Obligation"). The Series 2011 Obligation, in the form set forth in Exhibit A hereto and in the principal amount of $50,000,000, shall be executed, authenticated and delivered in accordance with Article II of the Original Master Indenture. The Series 2011 Obligation shall be in the form of a fully registered Obligation without coupons, shall be numbered R-1 and shall be dated September 28, 2011. Reference is hereby made to the Bond Indenture for the definition of certain terms used herein and not otherwise defined. Interest on the Series 2011 Obligation shall be payable on or prior to the Fixed Rate Conversion Date for any Series 2011 Bond, (i) by 12:00 noon, New York City time, on each Interest Payment Date, in an amount equal to the amount of interest to become due on the Series 2011 Bonds on such Interest Payment Date, (ii) by 12:00 noon, New York City time, on the last Business Day of each month, in an amount equal to the amount of interest that has accrued or will accrue during the then current month on Series 2011 Bonds in the Adjustable Rate Mode; provided, however, that such amount will not be payable pursuant to this clause (ii) if the last Business Day of the month is also an Interest Payment Date for Series 2011 Bonds in the Adjustable Rate Mode and the appropriate amount is paid pursuant to clause (i) of this sentence, and (iii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of interest due on the Series 2011 Bonds on such acceleration date. On or prior to the Fixed Rate Conversion Date for any Bond, the principal of the Series 2011 Obligation shall be payable (i) by 12:00 noon, New York City time, on each May 1, commencing May 1,2012, through and including May 1,2041, an amount equal to the amount of principal to become due on the Series 2011 Bonds on such date, whether by maturity or upon mandatory sinking fund redemption, and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of principal due on the Series 2011 Bonds on such acceleration date. Interest on the Series 2011 Obligation shall be payable after the Fixed Rate Conversion Date for any Series 2011 Bond, (i) on the Business Day next preceding each Interest Payment Date in an amount equal to the amount of interest to become due on the Series 2011 Bonds in the Fixed Rate Mode on such Interest Payment Date and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of interest due on the Series 2011 Bonds on such acceleration date. After the Fixed Rate Conversion Date for any - 3 -
Bond, the principal of the Series 2011 Obligation shall be payable (i) on the Business Day next preceding May 1, 2012, and on the Business Day next preceding each May 1 thereafter through and including May 1,2041, an amount equal to the amount of principal to become due on the Series 2011 Bonds in the Fixed Rate Mode on such date, whether at maturity or upon mandatory sinking fund redemption and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of principal due on the Series 2011 Bonds on such acceleration date. The Series 2011 Obligation shall not be issued until all conditions precedent to the issuance of the Series 2011 Bonds set forth in the Bond Indenture and the Loan Agreement shall have been satisfied or waived by the proper party or parties. The conditions precedent to the delivery of the Series 2011 Obligation shall include, among other things: (a) delivery to the Master Trustee of an opinion of Independent Counsel acceptable to the Master Trustee to the effect that all requirements and conditions to the issuance of the Series 2011 Obligation, if any, set forth herein and in the Original Master Indenture have been complied with and satisfied; and (b) delivery to the Master Trustee of an opmion of Independent Counsel acceptable to the Master Trustee to the effect that registration of the Series 2011 Obligation under the Securities Act of 1933, as amended, is not required, or, if such registration is required, that the Obligated Group has complied with all applicable provisions of said Act. The Corporation shall receive certain credits against its required payments of principal of and interest on the Series 2011 Obligation to the extent set forth in Section 4.5 of the Loan Agreement. Section 102. Issuance ofthe Bank Obligation. There is hereby created an Obligation of the Corporation to be known and entitled "Direct Note Obligation, Series 2011 (JPMorgan Chase Bank, N.A. Bank Reimbursement)" (the "Bank Obligation"). The Bank Obligation shall be in substantially the form set forth in Exhibit B hereto, with such modifications, insertions, omissions and changes as are required or permitted by the provisions of the Existing Master Indenture and this Fifteenth Supplemental Master Indenture, and shall be executed, authenticated and delivered in accordance with Article II of the Original Master Indenture. The Bank Obligation shall be in the principal amount of $50,486,112, shall be numbered R-I and shall be dated September 28, 2011. The Bank Obligation shall bear interest at the rate of interest per annum specified in the Reimbursement Agreement with respect to the obligations owing by the Corporation thereunder. All payments on the Bank Obligation shall be due and payable on the same dates and in the same amounts as payments are due by the Corporation to the Bank under the Reimbursement Agreement. Payments on the Bank Obligation shall be made to the Bank at its office located at 131 South Dearborn Street, Chicago, Illinois 60603-0236, or at such other place as the Bank may - 4-
designate by notice in writing to the Corporation. The Corporation shall receive certain credits against its required payments on the Bank Obligation to the extent such payments are made pursuant to the provisions of the Reimbursement Agreement. The Bank Obligation shall not be issued until all conditions precedent to the issuance of the Initial Credit Facility shall have been satisfied or waived by the proper party or parties. The conditions precedent to the delivery of the Bank Obligation shall include, among other things: (a) delivery to the Master Trustee of an opinion of Independent Counsel acceptable to the Master Trustee to the effect that all requirements and conditions to the issuance of the Bank Obligation, if any, set forth herein and in the Original Master Indenture have been complied with and satisfied; and (b) delivery to the Master Trustee of an OpInIOn of Independent Counsel acceptable to the Master Trustee to the effect that registration of the Bank Obligation under the Securities Act of 1933, as amended, is not required, or, if such registration is required, that the Obligated Group has complied with all applicable provisions of said Act. The Corporation shall receive certain credits against its required payments of Bank Obligation to the extent such payments are made pursuant to the provisions of the Reimbursement Agreement. ARTICLE II PREPAYMENT OF THE SERIES 2011 OBLIGATION The Series 2011 Obligation shall be subject to prepayment as shall be necessary to effect the payment, prepayment, redemption, refunding or advance refunding of the Series 2011 Bonds secured by the Series 2011 Obligation or any portion thereof in the manner provided in the Bond Indenture. If called for prepayment or redemption in such events, the Series 2011 Obligation shall be subject to prepayment or redemption in such amount, and at such times, in the manner and with the premium necessary to effect the refunding, advance refunding or redemption of all or a portion of the Series 2011 Bonds to be refunded, advance refunded or redeemed. In the event any portion or all of the Series 2011 Obligation is prepaid, notice thereof identifying the portion of the Series 2011 Obligation to be prepaid will be given by mailing a certificate of the Obligated Group Agent requesting such prepayment to the Master Trustee and the holder of such Series 2011 Obligation, not less than 45 days prior to the prepayment date. ARTICLE III REPRESENTATIONS The Corporation represents and warrants that all representations and warranties contained in Section 403 of the Original Master Indenture are true and correct on the date hereof with the - 5 -
same effect as if said representations and warranties were made herein on and as of the date hereof; provided that the references to the Master Indenture shall be deemed to include this Fifteenth Supplemental Master Indenture. ARTICLE IV MISCELLANEOUS In all respects not inconsistent with the terms and provisions of this Fifteenth Supplemental Master Indenture, the Existing Master Indenture is hereby ratified, approved and confirmed. This Fifteenth Supplemental Master Indenture, the Series 2011 Obligation and the Bank Obligation are each Accelerable Instruments. This Fifteenth Supplemental Master Indenture and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Illinois. - 6-
IN WITNESS WHEREOF, MIDWESTERN UNIVERSITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as master trustee, have caused this Fifteenth Supplemental Master Indenture to be duly executed by persons thereunto duly authorized, as of the day and year first written above. MIDWESTERN UNIVERSITY [SEAL] ArrEST: ~~e Assistant Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee -7-
No. R-1 EXHIBIT A [THIS OBLIGATION HAs NOT BEEN REGISTERED UNDER THE SECURlTIES ACT OF 1933, AS AMENDED] DIRECT NOTE OBLIGATION,SERIES 2011 (THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA) $50,000,000 FOR VALUE RECEIVED, the undersigned, MIDWESTERN UNIVERSITY, an Illinois not for profit corporation (the "Corporation"), hereby promises to pay to the order of THE INDUSTRlAL DEVELOPMENT AUTHORlTY OF THE CITY OF GLENDALE, ARlZONA (the "Authority"), an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona created existing under the Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended, the principal sum of t)ffy MILLION DOLLARS ($50,000,000) in annual installments in the amounts and on May 1 of each of the years set forth below, and to pay interest on the unpaid principal balance hereof from the date of this Series 2011 Obligation at the rate or rates per annum prescribed for, and on or before each date that interest is due and payable on, the Series 2011 Bonds pursuant to the Bond Indenture (as such terms are hereinafter defined) until the principal amount hereof shall become due and payable; and to pay premium, if any, on the Series 2011 Bonds on each date that such premium is due and payable pursuant to the Bond Indenture; and to pay interest on overdue principal and premium, if any, and to the extent permitted by law, on any overdue interest at the rate borne by the Series 2011 Bonds and this Series 2011 Obligation on the date on which principal and premium, if any, or interest become due and payable. Principal payments on this Series 2011 Obligation shall be payable on the dates and iin the amounts set forth iin teo h f 11OWIng scheduie: DATE PRlNCIPAL DATE PRINCIPAL (MAY 1) AMOUNT (MAY 1) AMOUNT 2012 $540,000 2027 $1,615,000 2013 935,000 2028 1,680,000 2014 970,000 2029 1,750,000 2015 1,010,000 2030 1,820,000 2016 1,050,000 2031 1,890,000 2017 1,095,000 2032 1,965,000 2018 1,135,000 2033 2,045,000 2019 1,180,000 2034 2,130,000 A-I
DATE PRINCIPAL DATE PRlNCIPAL (MAY 1) AMOUNT (MAY 1) AMOUNT 2020 $1,230,000 2035 $2,215,000 2021 1,280,000 2036 2,300,000 2022 1,330,000 2037 2,395,000 2023 1,380,000 2038 2,490,000 2024 1,440,000 2039 2,590,000 2025 1,495,000 2040 2,690,000 2026 1,555,000 2041 2,800,000 Reference is hereby made to the Bond Indenture for the definition of certain terms used herein and not otherwise defined. Interest on this Series 2011 Obligation shall be payable on or prior to the Fixed Rate Conversion Date for any Series 2011 Bond, (i) by 12:00 noon, New York City time, on each Interest Payment Date, in an amount equal to the amount of interest to become due on the Series 2011 Bonds on such Interest Payment Date, (ii) by 12:00 noon, New York City time, on the last Business Day of each month, in an amount equal to the amount of interest that has accrued or will accrue during the then current month on Series 2011 Bonds in the Adjustable Rate Mode; provided, however, that such amount will not be payable pursuant to this clause (ii) if the last Business Day of the month is also an Interest Payment Date for Series 2011 Bonds in the Adjustable Rate Mode and the appropriate amount is paid pursuant to clause (i) of this sentence, and (iii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of interest due on the Series 2011 Bonds on such acceleration date. On or prior to the Fixed Rate Conversion Date for any Bond, the principal of this Series 2011 Obligation shall be payable (i) by 12:00 noon, New York City time, on May 1 in each of the years and in the corresponding amounts set forth in the foregoing schedule, and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of principal due on the Series 2011 Bonds on such acceleration date. Interest on this Series 2011 Obligation shall be payable after the Fixed Rate Conversion Date for any Series 2011 Bond, (i) on the Business Day next preceding each Interest Payment Date in an amount equal to the amount of interest to become due on the Series 2011 Bonds in the Fixed Rate Mode on such Interest Payment Date and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to A-2
Section 7.02 of the Bond Indenture, in an amount equal to the amount of interest due on the Series 2011 Bonds on such acceleration date. After the Fixed Rate Conversion Date for any Bond, the principal of this Series 2011 Obligation shall be payable (i) on the Business Day next preceding May 1 in each of the years and in the corresponding amounts set forth in the foregoing schedule and (ii) by 12:00 noon, New York City time, on any acceleration date for the Series 2011 Bonds established by the Bond Trustee pursuant to Section 7.02 of the Bond Indenture, in an amount equal to the amount of principal due on the Series 2011 Bonds on such acceleration date. The Corporation is entitled to certain credits against its obligation to pay the principal hereof and interest hereon as provided in Section 4.5 of the Loan Agreement. Payment of interest hereon shall be made to the registered holder hereof by check or draft mailed to such owner at its address as it appears on the registration books maintained by the hereinafter-named Master Trustee, or at such other address as is furnished to the Master Trustee in writing by such holder; provided, however, that if the Corporation so elects, payment of interest may be made directly by the Corporation by check or draft hand delivered to the holder hereof or by wire transfer. The principal of and interest on this Series 2011 Obligation and the premium, if any, payable upon redemption, are payable at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A., Tempe, Arizona. This Series 2011 Obligation is issued under and secured by and entitled to the security of a Master Trust Indenture dated as of July 1, 1996 (the "Original Master Indenture"), as heretofore supplemented and amended, and as further supplemented and amended by the Fifteenth Supplemental Master Trust Indenture dated as of September 1, 2011 (the "Fifteenth Supplemental Master Indenture") (the Original Master Indenture, as so supplemented and amended and as hereafter further supplemented and amended, is hereinafter referred to as the "Master Indenture"), duly executed and delivered by the Corporation to The Bank of New York Mellon Trust Company, NA. (successor to American National Bank and Trust Company of Chicago), as master trustee (the "Master Trustee"). The Corporation is currently the only Member of the Obligated Group (as defined in the Master Indenture). It is provided in the Master Indenture that the Corporation and any future Members of the Obligated Group may hereafter issue Additional Obligations (as defined in the Master Indenture) from time to time, and if issued, such Additional Obligations will rank pari passu with this Series 2011 Obligation and all other Obligations theretofore or thereafter issued under the Master Indenture, except as otherwise provided in the Master Indenture. Reference is made to the Master Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security for the Obligations, the rights, duties and obligations of the Corporation, the other Members of the Obligated Group and the Master Trustee and the rights of the holders of the Obligations, and to all the provisions of which the holder hereof by the acceptance of this Series 2011 Obligation assents. This Series 2011 Obligation is transferable by the registered holder hereof in person or by duly authorized attorney at the designated corporate trust office of the Master Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Master Indenture, and upon surrender and cancellation of this Series 2011 Obligation. Upon such A-3
transfer a new registered Obligation or Obligations without coupons of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Master Trustee may deem and treat the registered holder hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and premium, if any, hereon and interest due hereon and for all other purposes and the Master Trustee shall not be affected by any notice to the contrary. The principal of this Series 2011 Obligation is subject to prepayment by the Corporation from time to time, in the manner and under the circumstances referred to in the Loan Agreement, in whole or in part, at a price equal to 100% of the principal amount hereof to be prepaid plus accrued interest thereon to and including the date fixed for prepayment, together with any applicable premium. In certain events and in the manner set forth in the Loan Agreement, the entire principal amount of this Series 2011 Obligation may be declared to be due and payable. In the event this Series 2011 Obligation is prepaid as aforesaid, notice thereof identifying the portion of this Series 2011 Obligation to be prepaid will be given by mailing a copy of the redemption notice by registered or certified mail to the Master Trustee and the registered owner or owners hereof, at their addresses shown on the registration books, not less than 45 days prior to the date fixed for prepayment. This Series 2011 Obligation or the portion hereof so called for prepayment will cease to bear interest on the specified prepayment date, provided funds for its prepayment are on deposit at the place of payment at that time, and this Series 2011 Obligation or such portion shall no longer be protected by the Master Indenture and shall not be deemed to be outstanding under the provisions of the Master Indenture. The Members may payor provide for the payment of the entire indebtedness on this Series 2011 Obligation by, among other things, depositing with the Master Trustee Escrow Obligations (as defined in the Master Indenture) in an amount, together with the income or increment to accrue thereon, but without consideration of any reinvestment thereof, sufficient to payor redeem (when redeemable) and discharge the indebtedness on this Series 2011 Obligation or a portion of this Series 2011 Obligation at or before its maturity date. Upon such deposit, this Series 2011 Obligation or portion of this Series 2011 Obligation shall cease to be entitled to any lien, benefit or security under the Master Indenture. The Members shall remain the obligors on this Series 2011 Obligation, but the holder thereof shall be entitled to payment (to the exclusion of all other Obligation holders) solely out of such cash and funds received from such Escrow Obligations. The Obligations other than this Series 2011 Obligation, or any portion of such Obligations, are also subject to advance defeasance of the Master Indenture in other circumstances described in the Master Indenture, and the Members may payor provide for the payment of all or a part of the indebtedness on all Obligations of a particular series, other than this Series 2011 Obligation, as described in the Master Indenture. The foregoing notwithstanding, this Series 2011 Obligation shall not be deemed paid and shall continue to be entitled to the lien, benefit and security of the Master Indenture unless and until the Series 2011 Bonds issued under the Bond Indenture cease to be entitled to any lien, benefit or security under the Bond Indenture pursuant to the provisions thereof. A-4
The holder of this Series 2011 Obligation shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Master Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Master Indenture. This Series 2011 Obligation is an Accelerable Instrument (as defined Il1 the Master Indenture). In certain events (including without limitation the occurrence of an "event of default" as defined in the Master Indenture), on the conditions, in the manner and with the effect set forth in the Master Indenture, the outstanding principal of this Series 2011 Obligation may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Master Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Master Indenture. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Master Indenture precedent to and in the issuance of this Series 2011 Obligation, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series 2011 Obligation have been duly authorized by resolution of the Corporation duly adopted. No recourse shall be had for the payment of the principal of or premium or interest on this Series 2011 Obligation or for any claim based thereon or upon any obligation, covenant or agreement in the Master Indenture contained, against any past, present or future officer, trustee, director, member, employee or agent of any Member of the Obligated Group, or any incorporator, officer, director, member, employee or agent of any successor corporation, as such, either directly or through any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of the Master Indenture and the issuance of this Series 2011 Obligation. The Corporation, on behalf of itself and the other Members, hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all defenses on the grounds of extension of time of payment for the payment hereof which may be given (other than in writing) by the Master Trustee to the Members. This Series 2011 Obligation shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Master Indenture until the certificate of authentication hereon shall have been duly executed by the Master Trustee. By acceptance of this Series 2011 Obligation, the Bond Trustee is deemed to have consented, on behalf of the owners of the Series 2011 Bonds, to the amendments to the Master Indenture set forth in Article III of the Fifteenth Supplemental Master Indenture. A-5
IN WITNESS WHEREOF, MIDWESTERN UNIVERSITY has caused this Series 2011 Obligation to be executed in its name and on its behalf by the manual signature of its President and Chief Executive Officer has caused its seal to be hereunto manually affixed, and attested by the manual signature ofits Assistant Secretary, all as of September 28,2011. MIDWESTERN UNIVERSITY [SEAL] By _ President and Chief Executive Officer ATTEST: Assistant Secretary A-6
MASTER TRUSTEE'S AUTHENTICATION CERTIFICATE This Series 2011 Obligation is one of the Obligations described in the within-mentioned Master Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Master Trustee By Authorized Officer _ Date of Authentication: September 28, 2011 A-7
No. R-1 EXHIBITB [THlS OBLIGATION HAs NOT BEEN REGISTERED UNDER THE SECURlTIES ACT OF 1933, ASAMENDED] DIRECT NOTE OBLIGATlON,SERIES 2011 (JPMORGAN CHASE BANK, N.A. BANK REIMBURSEMENT) $50,486,112 FOR VALUE RECEIVED, the undersigned, MIDWESTERN UNIVERSITY, an Illinois not for profit corporation (the "Corporation"); for value received, hereby promises to pay to JPMORGAN CHASE BANK, N.A., a national banking association (the "Bank"), or registered assigns, at the office of the Bank located at 131 South Dearborn Street, Chicago, Illinois 60603-0236, or at such other place as the holder hereof may designate by notice in writing to the Corporation, under and pursuant to that certain Reimbursement Agreement dated as of September I, 2011 (the "Reimbursement Agreement"), between the Corporation and Credit Provider, the lesser of (i) the principal sum of FIFTY MILLION FOUR HUNDRED EIGHTY-SIX THOUSAND ONE HUNDRED TWELVE DOLLARS ($50,486,112) or (ii) all unpaid obligations of the Corporation owing under the Reimbursement Agreement. The Corporation further promises to pay interest on the amount of such obligations from time to time remaining unpaid at the then applicable rate of interest per annum specified in the Reimbursement Agreement. All payments hereon shall be due and payable on the same dates and in the same amounts as payments are due by the Corporation to Credit Provider under the Reimbursement Agreement. Amounts payable hereunder are payable in any coin or currency of the United States of America which, at the respective times of payment, is legal tender for the payment of public and private debts. The Credit Provider is, concurrently herewith, issuing its irrevocable letter of credit (the "Credit Facility") to secure the payment of principal of and interest on, and the purchase price upon tender of, the Industrial Development Authority of the City of Glendale, Arizona Adjustable Rate Demand Revenue Bonds, Midwestern University, Series 2011 (the "Series 2011 Bonds") issued on the date hereof for the purpose of financing and reimbursing the Corporation for all or a portion of the costs of certain capital improvements to and equipment for its educational and related facilities. The Corporation is entering into the Reimbursement Agreement to evidence and secure its obligations to reimburse the Credit Provider for certain payments made by Credit Provider under the Credit Facility and to pay to the Credit Provider certain other amounts as more fully set forth in the Reimbursement Agreement. The Corporation shall receive a credit against its obligation to make payments under this Obligation (the "Bank Obligation") to the extent that it has made payments to Credit Provider under the Reimbursement Agreement. This Bank Obligation is issued under and secured by and entitled to the security of a Master Trust Indenture dated as of July 1, 1996 (the "Original Master Indenture"), as heretofore supplemented and amended, and as further supplemented and amended by the Fifteenth B-1
Supplemental Master Trust Indenture dated as of September 1, 2011 (the "Fifteenth Supplemental Master Indenture") (the Original Master Indenture, as so supplemented and amended and as hereafter further supplemented and amended, is hereinafter referred to as the "Master Indenture"), duly executed and delivered by the Corporation to The Bank of New York Mellon Trust Company, N.A. (successor to American National Bank and Trust Company of Chicago), as master trustee (the "Master Trustee"). The Corporation is currently the only Member of the Obligated Group (as defined in the Master Indenture). It is provided in the Master Indenture that the Corporation and any future Members of the Obligated Group may hereafter issue Additional Obligations (as defined in the Master Indenture) from time to time, and if issued, such Additional Obligations will rank pari passu with this Bank Obligation and all other Obligations theretofore or thereafter issued under the Master Indenture, except as otherwise provided in the Master Indenture. Reference is made to the Master Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security for the Obligations, the rights, duties and obligations of the Corporation, the other Members of the Obligated Group and the Master Trustee and the rights of the holders of the Obligations, and to all the provisions of which the holder hereof by the acceptance of this Bank Obligation assents. This Bank Obligation is transferable by the registered holder hereof in person or by duly authorized attorney at the designated corporate trust office of the Master Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Master Indenture, and upon surrender and cancellation of this Bank Obligation. Upon such transfer a new registered Obligation or Obligations without coupons of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Master Trustee may deem and treat the registered holder hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and premium, if any, hereon and interest due hereon and for all other purposes and the Master Trustee shall not be affected by any notice to the contrary. The Members may payor provide for the payment of the entire indebtedness on this Bank Obligation by, among other things, depositing with the Master Trustee Escrow Obligations (as defined in the Master Indenture) in an amount, together with the income or increment to accrue thereon, but without consideration of any reinvestment thereof, sufficient to payor redeem (when redeemable) and discharge the indebtedness on this Bank Obligation or a portion of this Bank Obligation at or before its maturity date. Upon such deposit, this Bank Obligation or portion of this Bank Obligation shall cease to be entitled to any lien, benefit or security under the Master Indenture. The Members shall remain the obligors on this Bank Obligation, but the holder thereof shall be entitled to payment (to the exclusion of all other Obligation holders) solely out of such cash and funds received from such Escrow Obligations. The Obligations other than this Bank Obligation, or any portion of such Obligations, are also subject to advance defeasance of the Master Indenture in other circumstances described in the Master Indenture, and the Members may payor provide for the payment of all or a part of the indebtedness on all Obligations of a particular series, other than this Bank Obligation, as described in the Master Indenture. The foregoing notwithstanding, this Bank Obligation shall not be deemed paid and shall continue to be entitled to the lien, benefit and security of the Master Indenture unless and B-2