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• <br />EXHIBIT B <br />in the English language and having a general circulation in the <br />Borough of Manhattan, City and State of New York, that such <br />moneys are so available for such payment; provided, however, <br />that (A) if the Credit Facility is then in effect, such moneys <br />shall constitute Available Moneys and such Government <br />Obligations shall have been purchased with Available Moneys and <br />(B) if any such Bond is to be redeemed prior to the maturity <br />thereof, provisions satisfactory to the Trustee shall have been <br />made for the giving of notice of such redemption. <br />Section• 11.5 of the Credit Facility Agreement provides <br />that upon the occurrence and during the continuance of any <br />Event of Default under the Credit Facility Agreement, the <br />Credit Facility Provider may at any time and from time to time, <br />set off and apply any and all deposits (general or special time <br />or demand, provisional or final) at any time held and other <br />indebtedness at any time owing by the Credit Facility Provider <br />to or for the credit or the account of the Borrower against any <br />of the obligations of the Borrower existing under the Credit <br />Facility Agreement, or any of the other Related Documents (as <br />defined in the Credit Facility Agreement) irrespective of <br />whether the Credit Facility Provider shall have made any demand <br />thereunder and although such obligations may be unmatured; <br />provided, however, that in the event the Borrower becomes <br />insolvent or unable to pay debts as, they mature, or admits in <br />writing to such effect, makes a conveyance fraudulent as to <br />creditors under any state or federal law or makes an assignment <br />for the benefit of creditors, or a proceeding is instituted by <br />or against the Borrower alleging any of the foregoing, <br />including any proceeding under Title 11 of -the United States <br />Code, the Credit Facility Provider agrees to waive its right of <br />setoff set forth above; provided, however, that such agreement <br />shall terminate and be of no force and effect if the Credit <br />Facility Provider shall have received prior written notice from <br />Moody's that the absence of such waiver would not result in the <br />lowering or withdrawal by Moody's of its ratings.of the Bonds. <br />The Credit Facility .Provider further agrees in such <br />Section 11.5 that it will not at any time accept any collateral <br />as security for the payment of the reimbursement obligations of <br />the Borrower set forth in the Credit Facility Agreement (other <br />than pursuant to the Pledge Agreement [defined in the Credit <br />Facility Agreement]) unless provision is made prior to or <br />simultaneously with the taking of such collateral security by <br />the Credit Facility Provider for an equal and ratable security <br />interest in such collateral security to be granted to the <br />Trustee for the benefit of the owners from time to time of the <br />Bonds; provided, that if the Credit Facility Provider shall <br />have received prior written notice from Moody's Investors <br />Service, Inc. ("Moody's") that its ratings of the Bonds would <br />9751a:10/22/87 <br />3002-353 <br />