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C! 6 <br />WHEREAS, the County and the Corporation have agreed upon the arrangements set forth <br />herein and in Amendment Number Two to the Installment Financing Contract, dated as of May <br />1, 2012 (the "Second Contract Amendment' and, together with the Original Contract and the <br />First Contract Amendment, the "Contract'), by and between the County and the Corporation, <br />under which (a) the Corporation will advance funds to the County to provide for the refunding of <br />the Refunded Certificates (hereinafter defined), (b) the schedule of the Installment Payments <br />payable by the Corporation under the Contract will be modified to reflect the refunding of the <br />Refunded Certificates and (e) the Corporation will execute and deliver the "2012 Certificate <br />evidencing a proportionate and undivided ownership interest in the right to receive the <br />Installment Payments pursuant to the Contract; <br />WHEREAS, pursuant to the Contract, the County will pay the Installment Payments in <br />consideration for the advancement by the Corporation of the Purchase Price (as such term is <br />defined in the Contract), which Installment Payments will be deposited by the Trustee in the <br />funds and accounts established under the Indenture in accordance with the terns of the Indenture <br />and the Contract; <br />WHEREAS, the execution, delivery and performance of the Contract by the Corporation, <br />and the assignment by the Corporation to the Trustee, pursuant to the Indenture, of the Trust <br />Estate (as defined in the Original Indenture) have been authorized, approved and directed by all <br />necessary and appropriate action of the Corporation; <br />WHEREAS, all things necessary to make the 2012 Certificate, when executed and <br />delivered by the Corporation and authenticated by the Trustee as provided in this Second <br />Supplement, legal, valid and binding obligations, as herein provided, and to constitute this <br />Second Supplement a valid, binding and legal instrument for the security of the 2012 Certificate <br />in accordance with its terms, have been done and performed; <br />NOW THEREFORE, in consideration of the mutual covenants and agreements contained <br />herein it is agreed as follows: <br />2 <br />