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and the Trustee, no later than ten days following the adoption of a budget for the current Fiscal Year, a
<br /> certificate stating that its Lease Payments due in that Fiscal Year have been included in the budget
<br /> approved by such Member for such Fiscal Year.
<br /> Assignment. Each Member understands and agrees that all Lease Payments have been assigned
<br /> by the Authority to the Trustee in trust,pursuant to the Indenture, for the benefit of the Owners of the
<br /> Bonds, and each Member assents to such assignment. The Authority directs each Member, and each
<br /> Member agrees,to pay all of its Lease Payments to the Trustee at its Office.
<br /> Security Deposit. Notwithstanding any other provision of its Lease Agreement, such Member
<br /> may on any date secure the payment of its Lease Payments for its Leased Premises in whole or in part
<br /> by depositing with the Trustee an amount of cash which, together with other available amounts,
<br /> including but not limited to amounts allocable to such Member on deposit in the Bond Fund and the
<br /> Reserve Fund, is either (i) sufficient to pay such Lease Payments, including the principal and interest
<br /> and premium, if any,components thereof, or (ii) invested in whole or in part in Defeasance Obligations
<br /> in such amount as will, in the opinion of an Independent Accountant,together with interest to accrue
<br /> thereon and together with any cash which is so deposited, be fully sufficient to pay such Lease
<br /> Payments when due under its Lease Agreement or on any optional prepayment date, as such Member
<br /> shall instruct at the time of said deposit.Said security deposit shall be deemed to be and shall constitute
<br /> a special fund for the payment of Lease Payments in accordance with the provisions of its Lease
<br /> Agreement.
<br /> Quiet Enjoyment
<br /> During the term of each Lease Agreement, the Authority shall provide each Member with quiet
<br /> use and enjoyment of its Leased Premises, and each Member shall, during such term, peaceably and
<br /> quietly have and hold and enjoy its Leased Premises without suit, trouble or hindrance from the
<br /> Authority, except as expressly set forth in its Lease Agreement. The Authority will, at the request of a
<br /> Member and at such Member's cost,join in any legal action in which such Member asserts its right to
<br /> such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the
<br /> foregoing, the Authority shall have the right to inspect all Leased Premises.
<br /> Additional Payments
<br /> In addition to its Lease Payments, each Member shall pay when due the following Additional
<br /> Payments:
<br /> (a) any fees and expenses incurred by the Authority in connection with or by reason of its
<br /> leasehold estate in its Leased Premises as and when the same become due and payable;
<br /> (b) any reasonable compensation to the Trustee pursuant to the Indenture for all services
<br /> rendered under the Indenture and for all reasonable expenses, charges, costs, liabilities, legal fees and
<br /> other disbursements incurred in and about the performance of its powers and duties under the
<br /> Indenture;
<br /> (c) any reasonable fees and expenses of such accountants, consultants, attorneys and other
<br /> experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements,
<br /> reports, opinions or provide such other services required under its Lease Agreement or the Indenture;
<br /> and
<br /> (d)any reasonable out-of-pocket expenses of the Authority in connection with the execution and
<br /> delivery of its Lease Agreement or the Indenture, or in connection with the issuance of the Bonds,
<br /> including any and all expenses incurred in connection with the authorization, issuance, sale and
<br /> delivery of the Bonds, or incurred by the Authority in connection with any litigation which may at any
<br /> time be instituted involving its Lease Agreement, its Site and Facility Lease, the Bonds, the Indenture
<br /> or any of the other documents contemplated thereby, or otherwise incurred in connection with the
<br /> administration thereof.
<br /> Appendix A
<br /> Page 19
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