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Section 14. That the Loan Contracts shall no longer be deemed to be outstanding when <br /> paid by or when the District has placed in escrow and in trust with a commercial bank located <br /> within the State of Colorado and exercising trust powers, (a) cash, (b) non-callable direct <br /> obligations secured by the full faith and credit of the United States of America("Treasuries"). <br /> To accomplish defeasance the District shall cause to be delivered (i) a report of an <br /> independent firm of nationally recognized certified public accountants or such other accountant <br /> as shall be acceptable to the Purchaser ("Accountant") verifying the sufficiency of the escrow <br /> established to pay the Loan Contracts in full on the maturity or redemption date ("Verification"), <br /> (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the <br /> Purchaser), (iii) an opinion of nationally recognized bond counsel to the effect that the Loan <br /> Contracts are no longer "outstanding" under this Resolution and (iv) a certificate of discharge <br /> with respect to the Loan Contracts; each Verification and defeasance opinion shall be acceptable <br /> in form and substance, and addressed, to the District and CWCB. <br /> The Loan Contracts shall be deemed "Outstanding" unless and until they are in fact paid <br /> and retired or the above criteria are met. <br /> Section 15. That the funds and accounts created hereunder shall be invested in <br /> accordance with the laws of the State of Colorado for special districts at the direction of the <br /> District, regardless of any limitations in Section 9 of the Loan Contracts. <br /> Section 16. That funds for the payment of the bond issuance costs related to the Loan <br /> Contracts be and hereby are appropriated from the proceeds of the Loan Contracts. <br /> Section 17. That the Chair or Vice Chair of the Board of Directors, the President or Vice <br /> President of the District, and the Assistant Secretary and Treasurer shall, and they are hereby <br /> authorized and directed to take all necessary or appropriate action toward the execution and <br /> delivery of the Basic Documents and such other agreements as may be necessary or desirable to <br /> effectuate the provisions of this Resolution and comply with the requirements of law. <br /> Section 18. That if any portion or provision of this Resolution shall for any reason be <br /> held to be invalid or unenforceable, the invalidity or unenforceability of such portion or provision <br /> shall not affect any of the remaining provisions of this Resolution, the intention being that the <br /> same are severable. <br /> Section 19. That after the Loan Contracts authorized herein executed, delivered and are <br /> outstanding, this Resolution shall be and remain irrepealable until all of the Loan Contracts and <br /> the interest thereon shall be fully paid, satisfied, and discharged. <br /> Section 20. That prior to the date of the adoption of this Resolution, the District has not <br /> adopted any resolution containing a provision inconsistent with the provisions of this Resolution. <br /> Section 21. That this Resolution shall become effective immediately upon passage. <br /> -10- <br />