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IN WITNESS WHEREOF, the parties have executed this Memorandum by their officers <br /> thereunto duly authorized as of the day and year first written above. <br /> COUNTYWIDE PUBLIC FINANCING <br /> AUTHORITY, as Lessor <br /> By <br /> Roderick R. Coloma <br /> Treasurer <br /> [SEAL] <br /> Attest: <br /> Janice C.Guy <br /> Secretary <br /> U.S. TRUST COMPANY OF CALIFORNIA, <br /> N.A., as Trustee <br /> By <br /> De rah Young <br /> Assistant Vice President <br /> -3- <br />