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1 WHEREAS, pursuant to the authority conferred upon it under the Act, the Count~~ has <br />2 determined to finance its share of the costs of the Courthouse Square Project (as more particularly <br />3 defined in the Definitions AppendiY hereto, the ``County's Share") in the manner contemplated and <br />a provided for in this Agreement; and <br />5 <br />6 WHEREAS, the County and the Trustee understand and intend that the financing of the <br />7 County's Share through issuance of the Certificates (as herein defined) will be structured in the <br />8 following general manner, as detailed hereinafter: <br />9 <br />1 o The County has arranged for Prudential Securities Incorporated (the "Under~vriter") <br />l 1 to conduct a public offering and sale of the 1998 Certificates. The 1998 Certificates, and any <br />l? Additional Certificates executed and delivered hereunder, will evidence direct, fractional <br />i 3 undivided interests of the Owners thereof in the related Financing Payments to be made by <br />~4 the County to the Trustee under this Agreement. Concurrently with the execution and <br />~~ delivery of this Agreement and in accordance with the terms hereof, the Trustee will cause <br />~ 6 the 1998 Certificates to be executed and delivered to the Underwriter in exchange for the <br />~ 7 purchase price thereof. The proceeds received by the Trustee from the sale of the 1998 <br />~ 8 Certificates and any Additional Certificates shall be deposited by the Trustee in the Project <br />~~ Fund established pursuant to this Agreement and, subject to the terms and conditions set <br />?o forth herein, disbursed from time to time by the Trustee to the County for the purpose of <br />? 1 paying all or a portion of the County's Share. <br />~~ <br />?3 WHEREAS, contemporaneously with the execution of this Agreement, the County has <br />2~ arranged for MBIA Insurance Corporation (the "Insurer") to issue its munieipal bond insurance <br />'_5 policy (the "Insurance Policy'') to the Trustee guaranteeing the payment when due of the principal <br />?6 of and interest evidenced by the 1998 Certificates; <br />~~ <br />28 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants <br />?9 and agreements set forth herein, the County and the Trustee hereby agree as follows: <br />30 <br />31 <br />~z ARTICLE I <br />>; DEFINITIONS <br />~~ <br />35 SECTION 101. TERMS DEFINED IN APPENDI\. All terms used herein and not othet-vvise <br />36 defined herein shall have the respective meanings assigned thereto in Appendix A- Definitions <br />37 attached hereto. <br />38 <br />39 <br />FINANCING .aND TRUST AGREENIENT PAGE Z <br />