Minutes - Dec. 21, 2015 Reg. Meeting

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BK -00027 PGA 042 (c) In order to provide the amount of the Advancement, the Corporation will enter into a Supplemental Indenture, Number 3, to be dated as of the date of delivery thereof (the "Third Supplement"), between the Corporation and U.S. Bank National Association, as trustee (the "Trustee"), supplementing and amending an Indenture of Trust, dated as of January 1, 2004, as supplemented and amended (the "Original Indenture" and, together with the Third Supplement, the "Indenture"), between the County and First -Citizens Bank & Trust Company (succeeded by the Trustee), pursuant to which the Corporation will execute and deliver a certificate of participation (the "2016 Certificate") evidencing proportionate undivided interests in the right to receive the Installment Payments to be made by the County pursuant to the Contract. (d) The County's obligations under the Contract will be secured by a Deed of Trust, dated as of the date of delivery thereof (the "Deed of Trust"), from the County to the deed of trust trustee named therein for the benefit of the Corporation, granting a first lien of record on the sites of the high school, middle school and parks and recreation facilities financed by the 2004 Certificates (as defined in the Indenture) and the 2006 Certificates, together with all improvements and fixtures thereon (collectively, the "Mortgaged Property"), subject to certain permitted encumbrances. (e) The 2016 Certificate will initially be sold to Capital One Public Funding, LLC (the "Purchaser"). (f) There have been presented to the Board drafts of the following documents relating to the transaction hereinabove described: (1) the Third Contract Amendment; (2) the Third Supplement, together with the form of the 2016 Certificate attached as Exhibit A thereto; and (3) an Escrow Deposit Agreement, to be dated as of the date of delivery thereof (the "Escrow Agreement"), among the County, the Corporation and U.S. Bank National Association, as escrow agent (the "Escrow Agent"). Section 2. In order to provide for the refunding of the Refunded 2006 Certificates, the County is hereby authorized to enter into the Third Contract Amendment and to receive the Advancement pursuant thereto in the principal amount not to exceed $23,250,000. In order to provide the funds for the Advancement to be made by the Corporation to the County, the Corporation is hereby requested to enter into the Third Contract Amendment and the Third Supplement and to execute and deliver the 2016 Certificate. The actual principal amount of the Advancement shall be determined by the County at the time of execution of the Third Contract Amendment, such execution and delivery to constitute approval by the County of the principal amount of such Advancement as set forth in the Third Contract Amendment and the approval by the County of the execution and delivery by the Corporation of the 2016 Certificate in such principal amount. The amount of the Advancement shall be the amount that, in the best judgment of the person executing the Contract, shall be the amount necessary to provide sufficient funds to (a) refund the Refunded 2006 Certificates and (b) pay the financing costs 3