Full Book Entry on Countywide Public Financing Authority (1996)

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Discharge of Liability on Bonds. Upon the deposit with the Trustee,in trust,at or before maturity, of money or securities in the necessary amount to pay or redeem any Outstanding Bonds(whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to maturity,notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Bonds shall cease,terminate and be completely discharged,and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment,subject,however,to the provisions of the Indenture. The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds,upon such surrender and cancellation,shall be deemed to be paid and retired. Deposit of Money or Securities with Trustee. Whenever in the Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds,the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to the Indenture and shall be: (a) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity,except that,in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to the redemption date; or (b) Defeasance Obligations, the principal of and interest on which when due will,in the written opinion of an Independent Accountant filed with the Members, the Authority and the Trustee,provide money sufficient to pay the principal of and interest and premium (if any) on the Bonds to be paid or redeemed, as such principal, interest and premium become due, provided that in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that (i) the Trustee shall have been irrevocably instructed (by the terms of the Indenture or by Written Request of the Authority) to apply such money to the payment of such principal, interest and premium (if any) with respect to such Bonds, and (ii) the Authority shall have delivered to the Trustee an opinion of Bond Counsel to the effect that such Bonds have been discharged in accordance with the Indenture (which opinion may rely upon and assume the accuracy of the Independent Accountant's opinion referred to above). THE SITE AND FACILITY LEASES A Site and Facility Lease will be entered into between each Member and the Authority. Under each Site and Facility Lease, the Member agrees to lease its Leased Premises to the Authority for one dollar for a term continuous with the term of its Lease Agreement. Each Member and the Authority agree that the lease to the Authority of such Member's right, title and interest in its Leased Premises pursuant to its Site and Facility Lease serves the public purposes of such Member by enabling such Member to finance its portion of the Project. THE LEASE AGREEMENTS Lease of Leased Premises The Authority leases its Leased Premises to each Member, and each Member leases its Leased Premises from the Authority,upon the terms and conditions set forth in its Lease Agreement. Appendix A Page 17