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HomeMy WebLinkAboutBOND RESOLUTION TO PROVIDE FOR THE ISSUANCE OF SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA REVENUE SERIES 2010 A BOND RESOLUTION TO PRO DE FOR THE ISSUANCE OF SOLID WASTE MANAGEMENT AUT ORITY OF AUGUSTA REVENUE BONDS, SERIES 2010, IN AN A e GREGATE PRINCIPAL AMOUNT OF $9,165,000; TO PROVIDE FUN 1 S TO PAY OR TO BE APPLIED TOWARD THE COST OF IMP' OVING AND EQUIPPING AUGUSTA, GEORGIA'S MUNICIPAL SOLID WASTE FACILITY AND TO PAY EXPENSES ASSOCIATED THEI' WITH; TO PROVIDE FOR THE FORM OF THE SERIES 2010 BONDS; TO PROVIDE FOR THE CREATION AND MAINTENANC OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNER' OF SAID BONDS; TO AUTHORIZE AND APPROVE THE EXEC TION AND DELIVERY OF AN INTERGOVERNMENTAL CON RACT WITH AUGUSTA, GEORGIA; AND FOR OTHER PURPOSES A s opted on Dece ber 7, 2010 This document was prepared by: Murray Barnes Finister LLP One Capital Authority Plaza, Suite 1140 3350 Peachtree Road Atlanta, GA 30326 Telephone: (678) 999 -0353 BOND RESOLUTION TABLE OF CONTENTS (The Table of Contents for this Resolution is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Resolution.) ARTICLE I DEFINITIONS AND FINDINGS 3 Section 101. Definitions of Certain Terms. 3 Section 102. Rules of Construction. 8 Section 103. Findings 8 ARTICLE II AUTHORIZATION, FORM AND REGISTRATION OF THE SERIES 2010 BONDS 9 Section 201. Authorization and Terms of the Series 2010 Bonds. 9 Section 202. Payment of Principal and Interest; Certificate of Validation and Authentication; Execution of the Series 2010 Bonds. 10 Section 203. Registration of Series 2010 Bonds; Transfer and Exchange. 11 Section 204. Lost, Destroyed, Mutilated Series 2010 Bonds. 11 Section 205. Blank Series 2010 Bonds. 12 Section 206. Security; Limited Obligation. 12 Section 207. Cancellation of Series 2010 Bonds. 13 Section 208. Form of the Series 2010 Bonds 13 Section 209. Global Form; Securities Depository; Ownership of Series 2010 Bonds. 13 ARTICLE III REDEMPTION OF THE SERIES 2010 BONDS 16 Section 301. Redemption of Series 2010 Bonds 16 Section 302. Mandatory Sinking Fund Redemption 16 Section 303. Procedure and Notice of Redemption. 16 Section 304. Selection of Series 2010 Bonds to be Redeemed 17 Section 305. Purchase in Open Market 17 Section 306. Effect of Call for Redemption 18 ARTICLE IV ADVANCES AND APPLICATION OF BOND PROCEEDS 19 Section 401. Application of Bond Proceeds. 19 ARTICLE V CONSTRUCTION FUND; CONSTRUCTION OF PROJECT 20 Section 501. Creation of Construction Fund 20 Section 502. Authorized Construction Fund Disbursements. 20 Section 503. Requisition Procedure. 22 Section 504. Completion of the Project. 22 Section 505. Transfer Upon Event of Default. 22 ARTICLE VI SINKING FUND 23 Section 601. Source of Payment of Series 2010 Bonds. 23 Section 602. Sinking Fund. 23 Section 603. Repayment to the Consolidated Government from the Sinking Fund. 24 Section 604. Transfers from the Sinking Fund. 24 Section 605. Investments of Sinking Fund Moneys. 24 Section 606. Lien on Funds. 25 ARTICLE VII DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT; PAYING AGENT AND BOND REGISTRAR 26 Section 701. Depositories and Custodians 26 Section 702. Administrative Fees and Expenses. 27 Section 703. Appointment of Paying Agent and Bond Registrar. 27 Section 704. Employment of Attorneys, Agents, Etc. 27 Section 705. Reliance on Documents. 27 Section 706. Evidence of Facts. 28 Section 707. Release of Liability. 28 ARTICLE VIII PARTICULAR COVENANTS AND FINDINGS 29 Section 801. Payment of Series 2010 Bonds. 29 Section 802. Management of Project. 29 Section 803. Maintenance of Insurance. 29 Section 804. Books and Records. 29 Section 805. Prohibited Activities; Project Covenants. 29 Section 806. No Diminishment of Lien Granted. 30 Section 807. Maintenance of Existence. 30 Section 808. Authority will not Cancel Contract 30 ARTICLE IX EVENTS OF DEFAULTS; REMEDIES 31 Section 901. Events of Default. 31 Section 902. Reserved 31 Section 903. Remedies 31 Section 904. Abandonment of Proceedings. 32 Section 905. Limitation of Actions by Bondholders; Equal Benefit. 32 Section 906. Non - Exclusivity of Remedies. 32 Section 907. Delays. 32 ARTICLE X DEFEASANCE 33 Section 1001. Payment and Defeasance. 33 Section 1002. Termination of Liability 33 ii ARTICLE XI SUPPLEMENTAL RESOLUTIONS AND AMENDMENT OF CONTRACT 35 Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders 35 Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. 35 Section 1103. Amendments, etc., to Contract Not Requiring Consent of Bondholders. 37 Section 1104. Amendments, etc., to Contract Requiring Consent of Bondholders. 37 Section 1105. Legal Action 37 Section 1106. Incorporation 38 ARTICLE XII MISCELLANEOUS PROVISIONS 39 Section 1201. Validation 39 Section 1202. Severability. 39 Section 1203. Resolution as a Contract. 39 Section 1204. Payments Due on Saturdays, Sundays and Holidays 39 Section 1205. Resolution Constitutes Trust Indenture. 39 Section 1206. Applicable Provisions of Law 40 Section 1207. Repeal of Conflicting Resolutions. 40 Section 1208. Authorization of Contract. 40 Section 1209. Waiver of Bond Audit 40 Section 1210. Approval and Authentication of Offering Documents; Winning Bidder 40 Section 1211. No Individual Responsibility of Members and Officers of Authority. 41 Section 1212. General Authority. 41 Section 1213. Consents of Bondholders. 41 Section 1214. Limitation of Rights. 42 Section 1215. Notices. 42 Section 1216. Acknowledgment of Acceptance of Contract. 43 Section 1217. Requirements and Conditions Met 43 EXHIBIT A - Form of Series 2010 Bonds EXHIBIT B - Form of Contract EXHIBIT C - Form of Requisition EXHIBIT D - Description of Project iii A BOND RESOLUTION TO PROVIDE FOR THE ISSUANCE OF SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA REVENUE BONDS, SERIES 2010, IN AN AGGREGATE PRINCIPAL AMOUNT OF $9,165,000; TO PROVIDE FUNDS TO PAY OR TO BE APPLIED TOWARD THE COST OF IMPROVING AND EQUIPPING AUGUSTA, GEORGIA'S MUNICIPAL SOLID WASTE FACILITY AND TO PAY EXPENSES ASSOCIATED THEREWITH; TO PROVIDE FOR THE FORM OF THE SERIES 2010 BONDS; TO PROVIDE FOR THE CREATION AND MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNERS OF SAID SERIES 2010 BONDS; TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL CONTRACT WITH AUGUSTA, GEORGIA; AND FOR OTHER PURPOSES WHEREAS, the Solid Waste Management Authority of Augusta (the "Authority ") has heretofore been created pursuant to the Regional Solid Waste Management Authorities Act (Official Code of Georgia Annotated § 12 -8 -50 et seq.), as amended (the "Act "), and the Authority is now existing and operating and its members have been duly appointed and entered into their duties; and WHEREAS, the Authority was created for the general purpose of collecting, transporting, managing and disposing of solid waste in Augusta, Georgia (the "Consolidated Government "); and WHEREAS, pursuant to the authority granted in the Act, the Authority is empowered to (a) acquire, construct, improve or modify, and to cause to be placed into operation and operated, a project within the Consolidated Government and (b) pay all or part of the cost of any project from proceeds of revenue bonds of the Authority; and WHEREAS, the Consolidated Government is a political subdivision of the State of Georgia, legally created and validly existing under the laws of the State of Georgia; and WHEREAS, pursuant to the Constitution and the laws of the State of Georgia, including the Revenue Bond Law, the Consolidated Government has the power to provide for the collection, treatment, reuse or disposal of solid waste; and WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 provides that any ". . . county, municipality, school district or political subdivision of the state may contract for any period not exceeding 50 years with each other or any other public agency, public corporation, or public authority for joint services, for the provision of services, or for joint or separate use of facilities or equipment; but such contracts must deal with activities, services and facilities which the contracting parties are authorized by law to undertake or provide ... "; and WHEREAS, the Consolidated Government owns and operates a municipal solid waste facility (the "Solid Waste Facility "); and WHEREAS, the Authority and the Consolidated Government propose to make certain improvements to the Solid Waste Facility, including improvements to and replacement of the components of the gas collection and control system of the Solid Waste Facility (the "Project "); and WHEREAS, the Authority and the Consolidated Government have determined that the Project should be constructed in accordance with, or substantially in accordance with, the description of the Project attached hereto as Exhibit D, and by this reference hereby incorporated herein and made a part hereof; and WHEREAS, the Authority has determined that the improving and equipping of the Project will require an expenditure of approximately $9,165,000, and that the best method of raising the moneys required to finance the undertaking now contemplated is by the issuance and sale of its revenue bonds, designated as "Solid Waste Management Authority of Augusta Revenue Bonds, Series 2010," in an aggregate principal amount of $9,165,000 (the "Series 2010 Bonds "); and WHEREAS, the Authority and the Consolidated Government propose to enter into an Intergovernmental Contract, dated as of December 7, 2010 (the "Contract "), pursuant to which the Authority will agree, among other things, to issue the Series 2010 Bonds to finance costs of the Project; and in consideration therefor, the Consolidated Government will agree, among other things, to cause the acquisition, construction and equipping of the Project and to make payments to the Authority for such services and in such amounts sufficient to enable the Authority to pay, when due, the principal of, redemption premium, if any, and interest on the Series 2010 Bonds and other amounts due under the Bond Resolution and pledge its full faith and credit and taxing power to the extent necessary to make the payment required by the Contract; and WHEREAS, the Authority has offered the Series 2010 Bonds for competitive sale pursuant to an Official Notice of Sale and a Preliminary Official Statement (the "Preliminary Official Statement "); and WHEREAS, bids have been received pursuant to the Official Notice of Sale for all of the Series 2010 Bonds and the Authority wishes to approve BB &T Capital Markets, a division of Scott & Stringfellow Inc. (the "Purchaser ") as the winning bidder for the Series 2010 Bonds; and WHEREAS, the Authority desires to ratify the preparation, use and distribution of the Preliminary Official Statement with respect to the Series 2010 Bonds and to authorize the preparation, use, execution and distribution of an Official Statement in connection with the offering and sale of the Series 2010 Bonds; and WHEREAS, the Authority desires to designate a Construction Fund Custodian, a Sinking Fund Custodian and a Bond Registrar and Paying Agent; and NOW, THEREFORE, BE IT RESOLVED, by the Solid Waste Management Authority of Augusta, and it is hereby resolved by authority of same, as follows: 2 ARTICLE I DEFINITIONS AND FINDINGS Section 101. Definitions of Certain Terms. In addition to the words and terms elsewhere defined in this Resolution (including the preamble hereto), the following words and terms used in this Resolution shall have the following meanings: "Act" means the Regional Solid Waste Management Authorities Act (Official Code of Georgia Annotated § 12 -8 -50 et seq.), as amended from time to time. "Agent Member" means a member of, or participant in, the Securities Depository. "Authority" means the Solid Waste Management Authority of Augusta, a public body corporate and politic, created pursuant to the Act. "Authorized Authority Representative" means the person at the time designated to act on behalf of the Authority by written certificate furnished to the Consolidated Government and the Construction Fund Custodian, containing the specimen signature of such person and signed on behalf of the Authority by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate so executed may designate an alternate or alternates. "Authorized Consolidated Government Representative" means the person at the time designated to act on behalf of the Consolidated Government by written certificate furnished to the Authority and the Construction Fund Custodian, containing the specimen signature of such person and signed on behalf of the Consolidated Government by its Mayor or Mayor Pro Tempore. "Authorized Denominations" means $5,000 or any integral multiple thereof. "Beneficial Owner" means the owners of a beneficial interest in the Series 2010 Bonds registered in Book -Entry Form. "Bond Registrar" means the commercial bank appointed by the Authority to maintain, in accordance with the provisions of this Resolution and any supplemental resolution, the registration books of the Authority for the Series 2010 Bonds. "Book -Entry Form" or "Book -Entry System" means, with respect to the Series 2010 Bonds, a form or system, as applicable, under which (a) the ownership of beneficial interests in the Series 2010 Bonds and bond service charges may be transferred only through book -entry and (b) physical Series 2010 Bonds in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with physical Series 2010 Bonds in the custody of a Securities Depository. "Code" means the Internal Revenue Code of 1986, as amended and any applicable regulations thereunder. 3 " Consolidated Government" means Augusta, Georgia, a political subdivision of the State of Georgia, and any successor thereto. "Construction Fund means the Solid Waste Management Authority of Augusta Construction Fund 2010 created in Section 501 of this Resolution. "Construction Fund Custodian" means the financial institution at the time serving as construction fund custodian pursuant to Sections 501 and 701 of this Resolution; provided, however, the Construction Fund Custodian shall at all times be a commercial bank. "Contract" means the Intergovernmental Contract, dated as of December 1, 2010, between the Authority and the Consolidated Government with respect to the Series 2010 Bonds, as the same may be amended from time to time, a form of which is attached hereto as Exhibit B. "Event of Default" means the occurrence of an event of default as described in Article IX. "Government Obligations" means (a) obligations of the United States and of its agencies and instrumentalities, (b) obligations fully insured or guaranteed by the United States government or United States government agency, (c) obligations of any corporation of the United States government (including any obligations described in (a), (b) or (c) issued or held in book -entry form on the books of the Department of the Treasury of the United States of America) or (d) tax - exempt municipal obligations that have been defeased with obligations described in (a), (b) or (c), which obligations, in any case, are rated in the highest rating category by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw -Hill Companies, Inc. "Holders" or "Bondholders" mean the registered owners of the Series 2010 Bonds. "Interest Payment Date" means each April 1 and October 1, commencing April 1, 2011. "Outstanding Bonds" mean all of the Series 2010 Bonds which have been issued pursuant to this Resolution, except: (a) Series 2010 Bonds canceled because of payment; and (b) Series 2010 Bonds for the payment of which funds shall have been theretofore deposited with the Paying Agent (whether upon or prior to the maturity of any such Series 2010 Bonds). "Paying Agent" means the commercial bank appointed by the Authority to serve, in accordance with the provisions of this Resolution and any supplemental resolution, as paying agent for the Series 2010 Bonds pursuant to Section 703 of this Resolution. 4 "Permitted Investments" means and includes any of the following securities if and to the extent the same are at the time legal for investment of Authority funds: (a) the local government investment pool created in Chapter 83 of Title 36 of the Official Code of Georgia Annotated, as amended; (b) bonds or obligations of the State of Georgia, or of other counties, municipal corporations, and political subdivisions of the State of Georgia; (c) bonds or other obligations of the United States or of subsidiary corporations of the United States government which are fully guaranteed by such government; (d) obligations of and obligations guaranteed by agencies or instrumentalities of the United States government, including those issued by the Federal Land Bank, the Federal Home Loan Bank, the Federal Intermediate Credit Bank, Bank for Cooperatives and any other such agency or instrumentality now or hereafter in existence; provided, however, that all such obligations shall have a current credit rating from a nationally recognized rating service of at least one of the three highest rating categories available and have a nationally recognized market; (e) bonds or other obligations issued by any public housing agency or municipal corporation in the United States, which such bonds or obligations are fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States government, or project notes issued by any public housing agency, urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and interest by a requisition, loan, or payment agreement with the United States government; (0 certificates of deposit of national or state banks located within the State of Georgia which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan or savings and loan associations located within the State of Georgia which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or building and loan association acting as depository, custodian, or trustee for any of the proceeds of the Certificates. The portion of such certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, if any, shall be secured by deposit, with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and loan association or state building and loan or savings and loan association located within the State of Georgia or other states or with a trust office located within the State of Georgia, of one or more of the following securities in an aggregate principal amount equal at least to the amount of such excess: direct and general obligations of the State of Georgia or 5 other states or of any county or municipal corporation in the State of Georgia, obligations of the United States or subsidiary corporations referred to in paragraph (c) above, obligations of the agencies and instrumentalities of the United States government referred to in paragraph (d) above, or bonds, obligations, or project notes of public housing agencies, urban renewal agencies, or municipalities referred to in paragraph (e) above; (g) securities of or other interests in any no -load, open -end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as: (i) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referred to in paragraphs (c) and (d) above and repurchase agreements fully collateralized by any such obligations; (ii) such investment company or investment trust or common trust fund takes delivery of such collateral either directly or through an authorized custodian; (iii) such investment company or investment trust or common trust fund is managed so as to maintain its shares at a constant net asset value; and (iv) securities of or other interests in such investment company or investment trust or common trust fund are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State of Georgia; and (h) interest - bearing time deposits, repurchase agreements, reverse repurchase agreements, rate guarantee agreements, or other similar banking arrangements with a bank or trust company having capital and surplus aggregating at least $50 million or with any government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York having capital aggregating at least $50 million or with any corporation which is subject to registration with the Board of Governors of the Federal Reserve System pursuant to the requirements of the Bank Holding Company Act of 1956, provided that each such interest - bearing time deposit, repurchase agreement, reverse repurchase agreement, rate guarantee agreement or other similar banking arrangement shall permit the moneys so placed to be available for use at the time provided with respect to the investment or reinvestment of such moneys; and (i) any other investments authorized by the laws of the State of Georgia from time to time. "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. 6 "Pledged Revenues" means the revenues described in Section 206 of this Resolution. "Project" means the improvements to the Solid Waste Facility, including improvements to and replacement of components of the gas collection and control system of the Solid Waste Facility to be acquired, constructed and equipped with the proceeds of the Series 2010 Bonds, as described in more detail in Exhibit D, attached hereto and by this reference incorporated herein. " Record Date" means with respect to any Interest Payment Date, the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date. "Resolution" means this Bond Resolution, including any amendments or supplements hereto. "Revenue Bond Law" means Article 3 of Chapter 82 of Title 36 of the Official Code of Georgia Annotated, entitled the "Revenue Bond Law," as amended. "Securities Depository" means any securities depository that is a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to provisions of Section 17A of the Securities Exchange Act of 1934, operating and maintaining, with its Participants or otherwise, a Book -Entry System to record ownership of beneficial interest in bonds and bond service charges, and to effect transfers of bonds in Book -Entry Form, and means, initially, The Depository Trust Company (a limited purpose trust company), New York, New York. "Securities Depository Nominee" means any nominee of a Securities Depository and shall initially mean Cede and Co., New York, New York, as nominee of The Depository Trust Company. "Series 2010 Bonds" means the Authority's Revenue Bonds, Series 2010, in an aggregate principal amount of $9,165,000, authorized to be issued pursuant to Article II of this Bond Resolution. "Sinking Fund" means the Solid Waste Authority of Augusta Sinking Fund 2010 created in Section 602 of this Resolution. "Sinking Fund Custodian" means the financial institution at the time serving as sinking fund custodian pursuant to Sections 602 and 701 of this Resolution; provided that the Sinking Fund Custodian shall at all times be a commercial bank. "Sinking Fund Investments" means (a) Government Obligations and forward purchase agreements and repurchase agreements with respect thereto, (b) demand deposits or certificates of deposit of banks which have deposits insured by the Federal Deposit Insurance Corporation; provided, however, that the portion of such certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation must be secured by direct obligations of the State of Georgia or the United States which are of a par value equal to that 7 portion of such certificates of deposit which would be uninsured, and (c) the local government investment pool established by Section 36 -83 -8 of the Official Code of Georgia Annotated. "Sinking Fund Year" means the period commencing on October 2 of each year and extending through October 1 in the next year. "State" means the State of Georgia. "Unassigned Rights" means all of the rights of the Authority to receive reimbursements and payments pursuant to Sections 6.12 and 8.4 of the Contract, and to be held harmless and indemnified pursuant to Section 6.12 of the Contract. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "certificate," "owner," "holder," and "person" shall include the plural, as well as the singular, number. The terms "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion hereof in which any such term is used. The titles preceding each Section hereof are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provisions of this Resolution. Reference herein to an Article number or to a Section number should be construed to be in reference to the designated Article number or Section number hereof unless the context or use clearly indicates another or different meaning or intent. Section 103. Findings. The financing of the Project by the issuance of the Series 2010 Bonds is hereby found and declared to be within the public purposes intended to be served by the Authority. The Project will be located within the Consolidated Government. 8 ARTICLE II AUTHORIZATION, FORM AND REGISTRATION OF THE SERIES 2010 BONDS Section 201. Authorization and Terms of the Series 2010 Bonds. (a) Under the authority of the Act and the Revenue Bond Law, there is authorized to be issued revenue bonds to be designated "Solid Waste Management Authority of Augusta Revenue Bonds, Series 2010," in an aggregate p rincipa l amount of $9,165,000. The proceeds of the Series 2010 Bonds will be used for the purpose of (i) acquiring, constructing, installing and equipping the Project and (ii) paying the costs of issuing the Series 2010 Bonds. (b) The Series 2010 Bonds shall be dated their date of original issue, shall be in the form of fully registered bonds numbered R -1 upward, shall be in Authorized Denominations, shall bear interest (based on a 360 -day year comprised of twelve 30 -day months) from the Interest Payment Date next preceding their date of authentication to which interest has been paid (unless their date of authentication is an Interest Payment Date, in which case from such Interest Payment Date, unless their date of authentication is after a Record Date but before an Interest Payment Date, in which case from the next Interest Payment Date, or unless their date of authentication is before the first Interest Payment Date, in which case from their date of issue) at the rates per annum set forth below. The interest shall be payable April 1, 2011 and semiannually thereafter on the 1st days of April and October in each year, and the principal shall mature on the 1st day of October in the years and amounts set forth below. Year Amount Interest Rate 2011 $250,000 3.000% 2012 330,000 3.000 2013 340,000 3.250 2014 350,000 3.500 2015 365,000 4.000 2016 380,000 4.000 2017 395,000 4.000 2018 410,000 4.000 2019 425,000 4.000 2020 445,000 3.125 2021 455,000 3.250 2022 470,000 4.000 2023 490,000 4.000 2024 510,000 4.000 2025 530,000 4.000 2030 3,020,000 4.500 9 Section 202. Payment of Principal and Interest; Certificate of Validation and Authentication; Execution of the Series 2010 Bonds. (a) Unless the Series 2010 Bonds are held in Book -Entry Form, the principal of the Series 2010 Bonds shall be payable by the Paying Agent upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. Unless the Series 2010 Bonds are held in Book -Entry Form, payments of interest on the Series 2010 Bonds shall be made by check or draft and mailed, by first class mail on the Interest Payment Date to the registered owner as shown on the bond registration book kept by the Bond Registrar at the close of business on the Record Date, notwithstanding any registration of transfer or exchange subsequent to such Record Date and prior to such Interest Payment Date. Notwithstanding the foregoing, interest on the Series 2010 Bonds shall be paid to any registered owner of more than $1,000,000 in aggregate principal amount of the Series 2010 Bonds by wire transfer to such registered owner if written instructions are given to the Paying Agent prior to the 15 day preceding the Interest Payment Date, and interest shall continue to be so paid until such wire instructions are revoked in writing. While the Series 2010 Bonds are held in Book -Entry Form, principal and interest shall be payable as provided in Section 208 hereof. Both the principal of and interest on the Series 2010 Bonds shall be payable in lawful money of the United States of America. (b) The Series 2010 Bonds shall not be valid unless and until a certificate of validation printed on or attached to the Series 2010 Bonds shall have been executed by the manual or facsimile signature of the Clerk of the Superior Court of Richmond County, and the official seal of such Court shall be impressed thereon. The Series 2010 Bonds shall not be valid unless a certificate of authentication printed on or attached to the Series 2010 Bonds shall have been executed by the manual signature of the Bond Registrar. (c) The Series 2010 Bonds shall be signed by the manual or facsimile signature of the Chairperson of the Authority, and the corporate seal of the Authority shall be affixed to or printed on the Series 2010 Bonds and attested by the manual or facsimile signature of the Secretary of the Authority. In case any officer whose signature shall appear on the Series 2010 Bonds shall cease to be such officer before delivery of the Series 2010 Bonds, such signatures shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. (d) Only those Series 2010 Bonds which shall have endorsed thereon a certificate of authentication and registration substantially in the form contained in the form of the Series 2010 Bond attached as Exhibit A hereto, duly executed by the manual signature of an authorized officer of the Bond Registrar shall be entitled to any benefit or security under this Resolution and such certificate upon any of such bonds when duly executed shall be conclusive evidence that such bond has been duly authenticated, registered and delivered. It shall not be necessary that the same authorized signatory of the Bond Registrar sign the certificate of authentication and registration on all of the Series 2010 Bonds that may be issued hereunder at any one time. The person in whose name any Series 2010 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and the payment of the principal amount, interest and premium, if any, shall be made only to or upon the order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge 10 the liability upon such bond, including redemption premium, if any, and the interest thereon to the extent of the sums so paid. Section 203. Registration of Series 2010 Bonds; Transfer and Exchange. The Bond Registrar shall keep the bond registration book of the Authority for the registration of the Series 2010 Bonds and for the registration of transfers of the Series 2010 Bonds as herein provided. Unless the Series 2010 Bonds are held in Book -Entry Form, the transfer of any Series 2010 Bond shall be registered upon the bond registration book upon the surrender and presentation of the Series 2010 Bond to the Bond Registrar duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or attorney duly authorized in writing in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall authenticate and deliver in exchange for such Series 2010 Bond or Series 2010 Bonds so surrendered, a new Series 2010 Bond or Series 2010 Bonds registered in the name of the transferee, in any denomination or denominations authorized by this Resolution, and in an aggregate principal amount equal to the aggregate principal amount of the Series 2010 Bonds so surrendered and of the same series, maturity and interest rate. Unless the Series 2010 Bonds are held in Book -Entry Form, any Series 2010 Bond, upon presentation and surrender thereof to the Bond Registrar, together with an assignment duly executed by the registered owner or duly authorized attorney, in such form as may be satisfactory to the Bond Registrar, may be exchanged, at the option of the registered owner, for an equal aggregate principal amount of Series 2010 Bonds of the same series, maturity and interest rate of the Series 2010 Bond so surrendered and of any Authorized Denomination. The Bond Registrar may make a charge for every exchange or registration of transfer of the Series 2010 Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to the owner for the privilege of exchanging or registering the transfer of Series 2010 Bonds under this Resolution. While the Series 2010 Bonds are held in Book -Entry Form, exchanges and registrations of transfers shall be made in accordance with Section 209 hereof. The registered owner of the Series 2010 Bonds shall be treated as the owner of the Series 2010 Bonds for all purposes regardless of any actual knowledge to the contrary. Section 204. Lost, Destroyed, Mutilated Series 2010 Bonds. If any of the Series 2010 Bonds shall become mutilated, the Bond Registrar in its discretion and at the expense of the owner of such bond shall authenticate and deliver a new bond of the same series and of like tenor registered in the name of the owner in exchange and substitution for such mutilated bond. If any Series 2010 Bond shall become lost, destroyed or wrongfully taken, evidence of such loss, destruction or wrongful taking within a reasonable time thereafter may be submitted to the Authority and if such evidence shall be satisfactory and indemnity of a character and in an amount satisfactory to the Authority shall be given, then the Authority shall at the expense of the owner cause a new bond of the same series and of like tenor registered in the name of the owner to be authenticated by the Bond Registrar and delivered to the registered owner. 11 Section 205. Blank Series 2010 Bonds. The Authority shall make all necessary and proper provisions for the transfer and exchange of the Series 2010 Bonds by the Bond Registrar and the Authority shall deliver or cause to be delivered to the Bond Registrar a sufficient quantity of blank Series 2010 Bonds duly executed on behalf of the Authority, together with the certificate of validation pertaining thereto duly executed by the Clerk of the Superior Court of Richmond County, as herein provided in order that the Bond Registrar shall at all times be able to register and authenticate the Series 2010 Bonds at the earliest practicable time in accordance with the provisions of this Resolution. All Series 2010 Bond surrendered in any such exchange or registration of transfer shall be forthwith canceled by the Bond Registrar and a record thereof duly entered in the permanent records pertaining to the Series 2010 Bonds maintained by the Bond Registrar. Section 206. Security; Limited Obligation. In order to secure the payment of the principal of, and the interest on, all Series 2010 Bonds issued under this Resolution according to their tenor and effect, and the performance and observance of each and every one of the covenants and conditions herein and in the Series 2010 Bonds contained, the Authority has pledged, assigned and set over, and by these presents does pledge, assign and set over, all to the extent and upon the conditions herein set forth, unto the Bondholders and their successors and assigns forever: (a) all right, title and interest of the Authority in, to and under the Contract and all revenues to be received by the Authority therefrom (excluding the Unassigned rights under the Contract); (b) all amounts held in the Construction Fund and the Sinking Fund; and (c) any and all other property of every kind and nature from time to time which heretofore or hereafter is by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Authority or by any other person, firm or corporation with the consent of the Authority. The Series 2010 Bonds, together with interest thereon, shall be limited and not general obligations of the Authority giving rise to no pecuniary liability of the Authority, shall be payable solely from the revenues and receipts derived by the Sinking Fund and the Authority under the Contract, and shall be a valid claim of the respective owners thereof only against such fund and the revenues and receipts from the Contract which have been pledged to such fund, which revenues and receipts are hereby again specifically pledged and assigned for the equal and ratable payment of the Series 2010 Bonds and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Series 2010 Bonds, except as may be otherwise expressly authorized in this Resolution. The Series 2010 Bonds and the interest thereon shall not constitute a general or moral obligation of the Authority nor a debt, indebtedness, or obligation of, or a pledge of the faith and credit of the Consolidated Government, the State, or any other political subdivision within the meaning of any constitutional or statutory provision whatsoever. Neither the faith and credit nor the taxing power of the Consolidated Government, the State of 12 Georgia, or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series 2010 Bonds. The Authority has no taxing power. The lien created on the moneys and securities in the Sinking Fund and Construction Fund, moneys payable to the Authority under the Contract and any other moneys or funds pledged therefor to secure the Series 2010 Bonds shall be prior and superior to any lien that may be hereafter created to secure any obligations having as their security a lien on such moneys, and the Series 2010 Bonds shall enjoy a first lien on all of the moneys described above. Section 207. Cancellation of Series 2010 Bonds. If a Series 2010 Bond is paid, purchased or redeemed in full, either at or before maturity, it shall be delivered to the Bond Registrar when such payment, purchase or redemption is made, and the Series 2010 Bond shall thereupon be cancelled and shall not be reissued. If a Series 2010 Bond is so cancelled, it shall be destroyed in accordance with the prevailing practice of the Bond Registrar and a permanent record of such destruction shall be kept by the Bond Registrar. Section 208. Form of the Series 2010 Bonds. The Series 2010 Bonds, the form of assignment, the form of authentication certificate and the certificate of validation shall be in substantially in the form set forth in Exhibit A hereto, with such variations, omissions and insertions as are required or permitted by this Resolution. Section 209. Global Form; Securities Depository; Ownership of Series 2010 Bonds. (a) Upon the initial issuance, the ownership of each Series 2010 Bond shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership thereof shall be maintained in Book -Entry Form by the Securities Depository for the account of the Agent Members thereof. Initially, each maturity of the Series 2010 Bonds shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. The payment of principal of and interest on the Series 2010 Bonds, transfers of Series 2010 Bonds, the receipt of notices and all similar provisions will be governed by rules established by the Securities Depository from time to time. Beneficial Owners will not receive Series 2010 Bonds from the Paying Agent evidencing their ownership interests. Except as provided in subsection (c) of this Section 209, the Series 2010 Bonds may be transferred, in whole but not in part, only to the Securities Depository or the Securities Depository Nominee, or to a successor Securities Depository selected or approved by the Authority or to a nominee of such successor Securities Depository. (b) With respect to Series 2010 Bonds registered in the name of the Securities Depository or the Securities Depository Nominee, the Consolidated Government, the Paying Agent and the Bond Registrar shall have no responsibility or obligation to any Agent Member or Beneficial Owner. Without limiting the foregoing, neither the Authority, the Consolidated Government, the Paying Agent, the Bond Registrar nor their respective affiliates shall have any responsibility or obligation with respect to: 13 (i) the accuracy of the records of the Securities Depository, the Securities Depository Nominee or any Agent Member with respect to any beneficial ownership interest in the Series 2010 Bonds; (ii) the delivery to any Agent Member, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any notice with respect to the Series 2010 Bonds; or (iii) the payment to any Agent Member, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any amount with respect to the principal, premium, if any, or interest on the Series 2010 Bonds. So long as any Series 2010 Bonds are registered in Book -Entry Form, the Authority, the Consolidated Government and the Paying Agent may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Series 2010 Bonds for all purposes whatsoever, including without limitation: (i) the payment of principal of, premium, if any, and interest on such Series 2010 Bonds; (ii) giving notices of redemption and other matters with respect to the Series 2010 Bonds; (iii) registering transfers with respect to such Series 2010 Bonds; (iv) the selection of Series 2010 Bonds for redemption; and (v) voting and obtaining consents under this Resolution. So long as any Series 2010 Bonds are registered in Book -Entry Form, the Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2010 Bonds only to the Securities Depository or the Securities Depository Nominee as shown in the bond register, and all such payments shall be valid and effective to fully discharge the Authority's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2010 Bonds to the extent so paid. (c) If at any time (i) the Consolidated Government determines that the Securities Depository is incapable of discharging its responsibilities described herein, (ii) if the Securities Depository notifies the Authority and the Consolidated Government that it is unwilling or unable to continue as Securities Depository with respect to the Series 2010 Bonds, or (iii) if the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation and a successor Securities Depository is not appointed by the Consolidated Government within 90 days after the Consolidated Government receives notice or becomes aware of such condition, as the case may be, then this Section 208 shall no longer be applicable and the Authority shall execute and the Bond Registrar shall authenticate and deliver certificates representing the Series 2010 Bonds to the owners of the Series 2010 Bonds. Series 2010 Bonds issued pursuant to this subsection (c) 14 shall be registered in such names and authorized denominations as the Securities Depository, pursuant to instructions from the Agent Member or otherwise, shall instruct the Bond Registrar. Upon exchange, the Bond Registrar shall deliver such certificates representing the Series 2010 Bonds to the persons in whose names such Series 2010 Bonds are so registered on the business day immediately preceding the date of such exchange. 15 ARTICLE III REDEMPTION OF THE SERIES 2010 BONDS Section 301. Redemption of Series 2010 Bonds. The Series 2010 Bonds maturing on October 1, 2021 and thereafter are subject to redemption prior to maturity, at the option of the Authority, on or after April 1, 2021, in whole or in part at any time (in any order of maturity and by lot within a maturity), at a redemption price equal to the principal amount of the Series 2010 Bonds to be redeemed, plus accrued interest to the redemption date. Section 302. Mandatory Sinking Fund Redemption. The Series 2010 Bonds maturing on October 1, 2030 are subject to mandatory sinking fund redemption prior to their maturity at a redemption price equal to 100% of the principal amount thereof being redeemed, plus accrued interest, on October 1 of the following years and in the following amounts (the October 1, 2030 amount to be paid rather than redeemed): Year Amount 2026 $550,000 2027 575,000 2028 605,000 2029 630,000 2030 660,000 At its option, to be exercised on or before the 45th day next preceding such scheduled maturity redemption date, the Authority, may (a) receive a credit with respect to its scheduled mandatory redemption obligation for any Series 2010 Bonds subject to scheduled mandatory redemption which are delivered to the Paying Agent for cancellation and not theretofore applied as a credit against a scheduled mandatory redemption obligation or (b) receive a credit with respect to its scheduled mandatory redemption obligation for any Series 2010 Bonds which prior to said date have been redeemed (otherwise than through scheduled mandatory redemption) and canceled by the Paying Agent and not theretofore applied as a credit against said scheduled mandatory redemption obligation. Each Series 2010 Bond so delivered or previously redeemed shall be credited by the Paying Agent, at the principal amount thereof to the obligation of the Authority on such scheduled mandatory redemption date and the principal amount of the Series 2010 Bonds to be redeemed by operation of such scheduled mandatory redemption on such date shall be accordingly reduced. Section 303. Procedure and Notice of Redemption. Not more than 60 days and not less than 30 days before any date upon which any such redemption is to be made a notice of redemption describing the conditions of the redemption call (if any) and designating the Series 2010 Bonds to be redeemed shall be mailed, postage prepaid, to all registered owners of the Series 2010 Bonds to be redeemed at addresses 16 which appear upon the bond registration book as of the date of giving such notice. It is expressly provided, however, that the failure to receive any such notice or any defect therein shall not affect the validity of the proceedings for such redemption or cause the interest to continue to accrue on the principal amount of the Series 2010 Bonds so designated for redemption. Section 304. Selection of Series 2010 Bonds to be Redeemed. Series 2010 Bonds may be redeemed only in the principal amount of Authorized Denominations of the Series 2010 Bonds. No portion of a Series 2010 Bond may be redeemed that would result in a Series 2010 Bond which is smaller than the then permitted minimum Authorized Denomination. For this purpose, the Paying Agent shall consider each Series 2010 Bond in a denomination larger than the minimum Authorized Denomination permitted at the time to be separate Series 2010 Bonds each in the minimum Authorized Denomination. Provisions of this Resolution that apply to Series 2010 Bonds called for redemption also apply to portions of Series 2010 Bonds called for redemption. If less than all Series 2010 Bonds of a particular maturity are to be redeemed, the Series 2010 Bonds to be redeemed shall be selected by the Paying Agent by lot. Any Series 2010 Bond which is to be redeemed only in part shall be surrendered at the place of payment therefor (with, if the Paying Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Paying Agent duly executed by, the owner thereof or his attorney or legal representative duly authorized in writing) and the Paying Agent shall authenticate and deliver to the owner of such Series 2010 Bond, without service charge, a new Series 2010 Bond or Series 2010 Bonds of any Authorized Denomination or denominations as requested by such owner in the aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 2010 Bond so surrendered. If the owner of any such Series 2010 Bond shall fail to present such Series 2010 Bond to the Paying Agent for payment and exchange as aforesaid, said Series 2010 Bond shall, nevertheless, become due and payable on the redemption date to the extent of the unit or units of principal amount in minimum Authorized Denominations called for redemption (and to that extent only). The Paying Agent shall promptly notify the Authority in writing of the Series 2010 Bonds selected for redemption and, in the case of any Series 2010 Bond selected for partial redemption, the principal amount thereof to be redeemed. Notwithstanding the foregoing, the selection of Series 2010 Bonds to be redeemed shall be made in accordance with the Book -Entry System as long as the Series 2010 Bonds are held in Book -Entry Form. Section 305. Purchase in Open Market. Nothing herein contained shall be construed to limit the right of the Authority to purchase with any excess moneys the Series 2010 Bonds in the open market at a price not exceeding the callable price. Any such Series 2010 Bonds so purchased cannot be reissued and shall be canceled. 17 Section 306. Effect of Call for Redemption. Notice having been given in the manner and under the conditions hereinabove provided, the Series 2010 Bonds so designated for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price specified in Section 301, and from and after the date of redemption so designated, unless default shall be made in the payment of the Series 2010 Bonds so designated for redemption, interest on the Series 2010 Bonds so designated for redemption shall cease to accrue, such Series 2010 Bonds or portions of such Series 2010 Bonds will cease to be entitled to any lien, benefit or security under this Resolution, and the owners of such Series 2010 Bonds or portions of Series 2010 Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. 18 ARTICLE IV ADVANCES AND APPLICATION OF BOND PROCEEDS Section 401. Application of Bond Proceeds. (a) The amount needed to pay the underwriting discount shall be retained by the Purchaser. (b) The balance shall be deposited into the Construction Fund to pay the costs of the Project and the remaining costs of issuing the Series 2010 Bonds. Notwithstanding the foregoing, if the Chairperson of the Authority shall determine that a different application of funds is required to carry out the intent of this resolution (including, but not limited to, the payment of the premium for a municipal bond insurance policy), the different application of funds may be provided for in a supplemental resolution or the Chairperson may provide for such different application of funds in the authentication order to be delivered at the time of issuance of the Series 2010 Bonds. 19 ARTICLE V CONSTRUCTION FUND; CONSTRUCTION OF PROJECT Section 501. Creation of Construction Fund. There is hereby created a special trust fund to be designated the "Solid Waste Management Authority of Augusta Construction Fund 2010" to be maintained by the Construction Fund Custodian. Upon the issuance of the Series 2010 Bonds, there shall be deposited into the Construction Fund the moneys specified in Section 401. All moneys deposited into the Construction Fund shall be held in trust by the Construction Fund Custodian separate and apart from all other funds of the Authority and withdrawn only in accordance with the provisions and restrictions set forth in this Article. The Authority and the Construction Fund Custodian will not cause or permit to be paid from the Construction Fund any sums except in accordance herewith; provided, however, that any moneys in the Construction Fund not needed at the time for the payment of current obligations during the course of the acquisition and construction of the Project with respect to which such moneys were deposited, may, upon direction of the Consolidated Government in writing or by telephone and confirmed in writing, and subject to Section 805 hereof, be invested and reinvested by the Construction Fund Custodian in Permitted Investments and shall be held by the Construction Fund Custodian for the account of the Construction Fund until maturity or until sold. At maturity or upon such sale, the proceeds received therefrom, including accrued interest and premium (if any) shall be immediately deposited by Construction Fund Custodian in the Construction Fund and shall be disposed of in the manner and for the purposes hereinafter provided or permitted. provided that no such investment shall be made unless the same shall mature or be subject to redemption at the Construction Fund Custodian's option on or before the earlier of (i) three years from the date of purchase, or (ii) the date or dates on which the moneys so invested will be required to be used for construction purposes. Section 502. Authorized Construction Fund Disbursements. Withdrawals from the Construction Fund may be made for the purpose of paying (including the reimbursing of the Authority or the Consolidated Government for advances from their other funds to accomplish the purposes hereinafter described) the cost of the Project, including the purchase of such property and equipment as may be useful in connection therewith, and, without intending thereby to limit or to restrict or to extend any proper definition of such cost contained in the Act, as it has been amended and as it may hereafter be amended, shall include: (a) payment of (i) the cost of the preparation of plans and specifications (including any preliminary study or planning of the Project or any aspect thereof), (ii) the cost of acquisition, construction, equipping and installation of the Project and all construction, acquisition, equipping and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in connection with the Project (including development, architectural, engineering, and 20 supervisory services with respect to any of the foregoing), and (iii) any other costs and expenses relating to the Project; (b) payment of the purchase price of any component of the Project, including all costs incident thereto, payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the Project, including all costs incident thereto, payment for the cost of the construction, acquisition, installation, equipping of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the Project, payment of consulting and development fees, and payment for the miscellaneous expenses incidental to any of the foregoing items including the premium on any surety bond; (c) payment of the costs of issuing the Series 2010 Bonds; (d) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor or their surety in respect of any default under a contract relating to the Project; (e) payment of the fees or out -of- pocket expenses of the Consolidated Government or the Authority, if any, relating to the Project, including, but not limited to, architectural, engineering, and supervisory services with respect to the Project; (f) payment of the fees, or out -of- pocket expenses, if any, of those providing services with respect to the Project, including, but not limited to, architectural, engineering, legal, accounting, and supervisory services; (g) payment to the Consolidated Government or the Authority of such amounts, if any, as shall be necessary to reimburse the Consolidated Government or the Authority in full for all advances and payments made by either of them for any of the items set forth in clauses (a) through (e) above; (h) payment of any other costs and expenses (including administrative fees and expenses of the Authority) relating to the Project permitted to be paid by the Authority under the Act; and (i) all proceeds of the Series 2010 Bonds remaining in the Construction Fund after the Completion Date, less amounts retained or set aside to meet costs not then due and payable or which are being contested, shall be deposited in the Sinking Fund. Upon completion of the Project and after payment of all expenses with respect thereto, all moneys credited to the Construction Fund shall be credited to the Sinking Fund and used to pay debt service on the Series 2010 Bonds. Prior to such application, the Authority shall receive an opinion of counsel of recognized expertise in matters pertaining to municipal bonds to the effect that (a) such use does not violate the Act and (b) such use will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Series 2010 Bonds. 21 Section 503. Requisition Procedure. (a) Except as specifically provided herein, all payments from the Construction Fund shall be made by wire transfer or checks signed by the Construction Fund Custodian or an Authorized Consolidated Government Representative upon receipt by the Construction Fund Custodian of a requisition and certification in substantially the form of Exhibit C attached hereto for such payment signed by an Authorized Consolidated Government Representative and an Authorized Authority Representative. The Construction Fund Custodian shall retain a record of all such requisitions. (b) In the event the Construction Fund Custodian shall receive a written direction from the Consolidated Government to transfer moneys in the Construction Fund to the Sinking Fund, the Construction Fund Custodian is authorized to make such transfer without the necessity of receiving any other requisition or certificate hereunder. Section 504. Completion of the Project. When the acquisition, construction and equipping of the Project has been completed, said fact shall be evidenced by a certificate signed by an Authorized Consolidated Government Representative as provided in Section 3.3 of the Contract. Should there be any balance in the Construction Fund, such balance shall be applied as provided in Section 502. Section 505. Transfer Upon Event of Default. Upon the occurrence of an Event of Default, no further moneys shall be disbursed from the Construction Fund, except that all moneys in the Construction Fund shall be transferred, as soon as practicable, to the Sinking Fund. 22 ARTICLE VI SINKING FUND Section 601. Source of Payment of Series 2010 Bonds. The Series 2010 Bonds, together with the interest thereon, and all payments required of the Authority hereunder are not and shall never become general or moral obligations of the Authority but are special, limited obligations payable solely and only from the payments under the Contract collaterally assigned and pledged under the terms of the Contract and from such other sources as authorized and provided in this Resolution. The payments provided for pursuant to Section 4.2(a) of the Contract are to be paid directly to the Sinking Fund for the account of the Authority. Payments under the Contract are required to be sufficient in amount to pay the principal of, premium, if any, and interest on, the Series 2010 Bonds, and the entire amount of revenues and receipts from said Contract are pledged to the payment of the principal of, premium, if any, and interest on, the Series 2010 Bonds. The Authority hereby covenants and agrees that it will not create any lien or security interest upon said revenues, except as set forth herein. Section 602. Sinking Fund. (a) There is hereby created a special trust fund to be designated as the "Solid Waste Management Authority of Augusta Sinking Fund 2010" to be maintained by the Sinking Fund Custodian. The Authority shall continue to maintain or cause to be maintained the Sinking Fund separate and apart from its other funds so long as the Series 2010 Bonds remain outstanding under this Resolution. (b) There shall be deposited into the Sinking Fund, as and when received, the payments specified in Section 4.2(a) of the Contract, and all other moneys received by the Sinking Fund Custodian under and pursuant to any of the provisions of the Contract, if any, when accompanied by written directions from the Authority or the Consolidated Government that such moneys are to be paid into the Sinking Fund. The Authority hereby covenants and agrees that, so long as any of the Series 2010 Bonds issued hereunder are Outstanding, it will deposit, or cause to be deposited, promptly into the Sinking Fund sufficient sums from payments received pursuant to the Contract, if any, to meet and pay the principal of, premium, if any, or interest on, the Series 2010 Bonds as and when the same become due and payable. Nothing herein shall be construed as requiring the Authority to use or to provide any funds or revenues from any source other than the sources herein provided. (c) Moneys in the Sinking Fund shall be used solely as a fund for of the principal of, premium, any, and interest, on the Series 2010 Bonds, for redemption ton of the Series 2010 Bonds at or prior to maturity, and to purchase Series 2010 Bonds in the open market pursuant to Section 305 of this Resolution. Except as provided in Article III hereof or any corresponding article in a resolution supplement hereto, no part of payments in the Sinking Fund shall be used to redeem, prior to maturity, a part of the Series 2010 Bonds Outstanding; 23 provided, that whenever the amount in the Sinking Fund from any source whatsoever is sufficient to redeem all of the Series 2010 Bonds Outstanding hereunder, to pay interest to accrue thereon to such redemption date, and to pay all costs and expenses accrued and to accrue to such redemption date, the Authority, at the direction of the Consolidated Government, covenants and agrees to take, and cause to be taken, the necessary steps to redeem all of said Series 2010 Bonds on the next succeeding redemption date for which the required redemption notice may be given; and, provided further that any moneys in the Sinking Fund, other than payments received pursuant to the Contract, may be used to redeem a part of the Series 2010 Bonds Outstanding on the next succeeding redemption date for which the required notice of redemption may be given or to purchase Series 2010 Bonds pursuant to Section 305 of this Resolution to the extent said moneys are in excess of the amount required for payment of Series 2010 Bonds theretofore matured or called for redemption and past due interest in all cases where such Series 2010 Bonds have not been presented for payment. Section 603. Repayment to the Consolidated Government from the Sinking Fund. Any amounts remaining in the Sinking Fund after payment in full of all Series 2010 Bonds (taking into consideration that sufficient monies or obligations such as are described in Section 1001 hereof must be retained in the Sinking Fund to pay all principal of and interest then due and payable with respect to each Series 2010 Bond not yet presented for payment and to pay all principal and interest relating to each Series 2010 Bond which is not yet due and payable but with respect to which the lien of this Resolution has been defeased upon compliance with Article X hereof), and after payment of all of the fees, charges, and expenses of the Paying Agent, Bond Registrar, Sinking Fund Custodian and Construction Fund Custodian which have accrued and which will accrue and all other items required to be paid hereunder, if any, shall be paid to the Consolidated Government upon the expiration or sooner termination of the term of the Contract as provided in the Contract. Section 604. Transfers from the Sinking Fund. The Authority covenants and agrees that all transfers from the Sinking Fund, and all payments from said fund into another fund, or to other sources shall be made by checks signed by the Sinking Fund Custodian or by bank wire, as directed by the Authority or by the Consolidated Government, as appropriate. Section 605. Investments of Sinking Fund Moneys. Moneys on deposit in the Sinking Fund shall be invested in Sinking Fund Investments as directed by the Consolidated Government in writing or by telephone confirmed in writing. Any such securities so purchased shall be held by the Sinking Fund Custodian in trust until paid at maturity or sold, and all income therefrom shall be immediately deposited to the credit of the fund from which the moneys to make such investment were derived. All investments in the Sinking Fund shall mature not later than the date on which such moneys will be needed to pay the principal of and interest on the Series 2010 Bonds. 24 Section 606. Lien on Funds. Pursuant to Section 206 hereof, the Authority hereby pledges to owners of the Series 2010 Bonds all the moneys and securities held in the Sinking Fund and the Construction Fund. Said moneys and securities shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding against the Authority, and against all parties having claims of any kind against the Authority, whether such claims shall have arisen in contract, tort or otherwise and irrespective of whether or not such parties have notice thereof. 25 ARTICLE VII DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT; PAYING AGENT AND BOND REGISTRAR Section 701. Depositories and Custodians. (a) All moneys received by the Authority under the terms hereof shall, subject to the giving of security as hereinafter provided, be deposited with the proper depository or with the Sinking Fund Custodian in the name of the Authority and shall be deposited in banks insured by the Federal Deposit Insurance Corporation, or any successor thereto. All moneys on deposit in the funds created herein shall constitute trust funds to be applied in accordance with the terms and for the purposes as set forth in this Resolution and shall not be subject to lien or attachment by any creditor of the Authority or the Consolidated Government. (b) No moneys belonging to any of the funds created hereunder shall be deposited or remain on deposit with any depository or custodian in an amount in excess of the amount guaranteed or insured by the Federal Deposit Insurance Corporation or other federal agency, unless such institution shall have pledged for the benefit of the Authority and the Bondholders as collateral security for the moneys deposited, direct obligations of or obligations the principal and interest of which are unconditionally guaranteed by the United States of America, or other marketable securities eligible as security for the deposit of trust funds under regulations of the Board of Governors of the Federal Reserve System and having a market value (exclusive of accrued interest) at least equal to the amount of such deposits. (c) The Bank of New York Mellon Trust Company, N.A. is hereby designated as Sinking Fund Custodian and as the Construction Fund Custodian. The Authority may, from time to time, designate a successor custodian or depository of any of the funds created hereunder; provided such custodian or depository complies with all of the provisions of this Article. In the event any custodian or depository shall resign or fail to perform its duties hereunder, the Authority shall appoint a new custodian or depository for such fund. (d) In the event the Sinking Fund Custodian and the Paying Agent are the same bank acting in both capacities, then the Sinking Fund Custodian shall, without any further direction on the part of or any further authorization from the Authority, use, invest and disburse the moneys in the Sinking Fund as required by this Resolution; except that, if, as provided under Article III of this Resolution, it redeems or buys any Series 2010 Bonds with moneys in the Sinking Fund, then proper authorization from the Authority and the Consolidated Government shall be furnished for such use and disbursement. If the Sinking Fund Custodian and the Paying Agent are not the same bank, the Sinking Fund Custodian shall transfer to the Paying Agent from moneys held in the Sinking Fund, in immediately available funds, moneys in amounts and at or before such times as shall be required to pay the principal of and interest on the Series 2010 Bonds as and when the same are payable. 26 Section 702. Administrative Fees and Expenses. The Authority shall pay, or cause the Consolidated Government to pay, to the custodians and depositories appointed in accordance with Section 701 of this Resolution, and to their successors and assigns, and to the Paying Agent and Bond Registrar and to their respective successors and assigns from time to time, as the same are due and payable their reasonable fees and reasonable expenses for serving under this Resolution. The Authority's obligation to pay such fees and expenses shall be limited to the moneys it receives pursuant to the Contract. Section 703. Appointment of Paying Agent and Bond Registrar. (a) The Bank of New York Mellon Trust Company, N.A. is hereby designated as the Paying Agent and Bond Registrar. The Authority may, from time to time, designate a successor Paying Agent or Bond Registrar. In the event the Paying Agent or the Bond Registrar shall resign or fail to perform its duties hereunder, the Authority shall appoint a new Paying Agent or Bond Registrar, as appropriate. (b) Not less than four days prior to any Interest Payment Date, the Paying Agent shall ascertain whether amounts sufficient to make the payment due on such Interest Payment Date are on deposit in the Sinking Fund and, if so, shall make appropriate arrangements with the Sinking Fund Custodian and the Consolidated Government for the transfer of such sufficient amount to the Paying Agent in order to effect timely payment of the Series 2010 Bonds on such Interest Payment Date in accordance with the terms hereof. Section 704. Employment of Attorneys, Agents, Etc. The Construction Fund Custodian, Sinking Fund Custodian and Paying Agent and Bond Registrar may execute any of the powers hereof and perform any of their duties by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning their duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the exercise of powers hereunder. The Construction Fund Custodian, Sinking Fund Custodian, Paying Agent and Bond Registrar may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Authority) selected by the Construction Fund Custodian, Sinking Fund Custodian, Paying Agent, and Bond Registrar in the exercise of reasonable care. The Construction Fund Custodian, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall not be responsible for any loss or damage resulting from any action or inaction taken or not taken, as the case may be, in good faith in reliance upon such opinion or advice. Section 705. Reliance on Documents. The Construction Fund Custodian, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. 27 Section 706. Evidence of Facts. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Construction Fund Custodian, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be entitled to rely upon a certificate signed by an Authorized Authority Representative or an Authorized Consolidated Government Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an event of default, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. Section 707. Release of Liability. The Authority hereby releases the Construction Fund Custodian, Sinking Fund Custodian, Paying Agent and Bond Registrar and covenants not to sue any of them for any loss or damage suffered or caused directly or indirectly by the Construction Fund Custodian, Sinking Fund Custodian, Paying Agent and Bond Registrar or their agents or employees and arising out of or related to the performance of the duties of the Construction Fund Custodian, Sinking Fund Custodian, Paying Agent and Bond Registrar under this Resolution or the Contract; provided, however, that this release and covenant not to sue shall not cover acts of gross negligence or willful misconduct. 28 ARTICLE VIII PARTICULAR COVENANTS AND FINDINGS Section 801. Payment of Series 2010 Bonds. The Authority covenants that it will promptly pay the principal of and interest on each and every Series 2010 Bond at the place, on the dates and in the manner herein, and in the Series 2010 Bonds specified, and any premium required for the redemption of the Series 2010 Bonds, according to the true intent and meaning thereof. The principal of, interest on, redemption premium (if any) are payable solely out of moneys in the Sinking Fund, which shall be sufficient to make all payments required to be made. Section 802. Management of Project. Pursuant to the Contract, the Consolidated Government covenanted that it will maintain the Project in an efficient and economical manner, that it will at all times maintain the Project in good repair and in sound operating condition, that it will make all necessary repairs and replacements to the Project, and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Project and its operation thereof. Section 803. Maintenance of Insurance. Pursuant to the Contract, the Consolidated Government has agreed to maintain insurance with respect to the Project as set forth therein. Section 804. Books and Records. The Authority covenants that it will keep the funds and accounts created hereunder separate from all other funds and accounts of the Authority, or any of its departments, and of the revenues collected from the Contract and the application thereof. Such records and accounts shall be open to the inspection of all interested persons at reasonable times and upon reasonable request. Section 805. Prohibited Activities; Project Covenants. (a) The Authority shall not use or knowingly permit the use of any proceeds to the Series 2010 Bonds or any other funds of the Authority, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the Authority in any manner, and shall not take or permit to be taken any other action or actions, that would cause any Series 2010 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code. If at any time the Authority is of the opinion that for purposes of this subsection (a) it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Construction Fund Custodian or other custodian of funds under this Resolution, the Authority shall so instruct such custodian in writing, and the custodian shall take such action as may be necessary in accordance with such instructions. 29 (b) The Authority shall not use or permit the use of any proceeds of Series 2010 Bonds or any other funds of the Authority, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Series 2010 Bonds being treated as a "private activity bond," as defined in Section 141 of the Code. (c) Reference is made to the tax compliance and non - arbitrage certificate by the Authority delivered concurrently with the issuance of the Series 2010 Bonds; the representations and covenants made therein are hereby incorporated by reference as if contained herein and shall constitute part of this Resolution. Section 806. No Diminishment of Lien Granted. So long as any of the Series 2010 Bonds shall be outstanding, the Authority shall not hereafter create, or cause to be created, any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien hereof and of the Series 2010 Bonds upon any revenues which are derived by the Authority from the Contract. Section 807. Maintenance of Existence. The Authority will undertake reasonable efforts to maintain its existence or assure the assumption of its obligations hereunder and under the Contract by any corporation or political subdivision succeeding to its powers under the Act. Section 808. Authority will not Cancel Contract. The Authority agrees that so long as any of the Series 2010 Bonds shall be Outstanding, it will not consent or agree to any change, amendment, modification or termination of the Contract except as provided in Sections 1103 and 1104 hereof; that it will promptly, faithfully and satisfactorily perform all of the agreements and obligations made and undertaken by it pursuant to the Contract required to enforce Section 4.2 of the Contract; and that it will enforce Section 4.2 of the Contract in accordance with its terms. 30 ARTICLE IX EVENTS OF DEFAULTS; REMEDIES Se ction 901. Events of Default. An "Event of Default" shall mean the occurrence of any one or more of the following events: (a) payment of any installment of principal on the Series 2010 Bonds, either at maturity or by proceedings for redemption or otherwise, shall not be made when the same shall become due and payable; (b) payment of any installment of interest on the Series 2010 Bonds shall not be made when the same become due and payable; (c) an order or decree shall be entered, with the consent or acquiescence of the Authority, appointing a receiver, or receivers, of the Authority, or any proceedings shall be instituted, with the consent or acquiescence of the Authority, for the purpose of effecting a composition between the Authority and its creditors, pursuant to any federal or state statute now or hereafter enacted, or if such order or decree, having been entered without the consent and acquiescence of the Authority, shall not be vacated or discharged or stayed on appeal within 60 days after entry thereof, or if such proceeding, having been instituted without the consent or acquiescence of the Authority, shall not be withdrawn, or any orders entered shall not be vacated, discharged or stayed on appeal within 60 days after the institution of such proceedings, or the entry of such orders; (d) the Authority shall fail to duly and punctually perform any other of the covenants, conditions, agreements or provisions contained in the Series 2010 Bonds or in this Resolution, on the part of the Authority to be performed, and such failure shall continue for a period of 30 days after written notice, specifying such failure and requiring same to be remedied, shall have been given to the Authority by any Bondholder; or (e) the Authority shall, for any reason, be rendered incapable of fulfilling its obligations hereunder; or (f) an Event of Default shall occur under the Contract. Section 902. Reserved. Section 903. Remedies. Upon the happening and continuance of any Event of Default, then and in every such case any Bondholder may proceed, subject to the provisions of Section 905, to protect and enforce the rights of the Bondholders hereunder by a suit, action or special proceeding in equity or at law for the specific performance of any covenant or agreement contained herein or in the Contract or in aid or execution of any power herein granted, or for the enforcement of any proper 31 legal or equitable remedy as the Bondholders shall deem most effectual to protect and enforce the rights aforesaid, insofar as such may be authorized by law. Section 904. Abandonment of Proceedings. In case any proceeding taken by any Bondholder on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such Bondholder, then and in every such case the Authority and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, power and duties of the Bondholders shall continue as though no such proceedings had been taken. Section 905. Limitation of Actions by Bondholders; Equal Benefit. No one or more owners of the Series 2010 Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided. All proceedings at law or in equity shall be instituted for the equal benefit of all owners of outstanding Series 2010 Bonds. Section 906. Non - Exclusivity of Remedies. No remedy herein conferred upon the Bondholders is intended to be exclusive of any other remedy, or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, or by statute. Section 907. Delays. No delay or omission of any Bondholder to exercise any right or power accruing upon any Event of Default occurring and continuing, as aforesaid, shall impair any Event of Default or be construed as an acquiescence therein and every power and remedy given by this Article to the Bondholders may be exercised from time to time and as often as may be deemed expedient. 32 ARTICLE X DEFEASANCE Section 1001. Payment and Defeasance. If (a) the Authority shall pay or cause to be paid to the Bondholders the principal of and the interest to become due on the Series 2010 Bonds at the times and in the manner stipulated therein and herein, (b) all fees, charges and expenses of the Paying Agent, Bond Registrar, depositories and custodians shall have been paid or provision for such payment has been made, and (c) the Authority shall keep, perform and observe all of its agreements in the Series 2010 Bonds and herein expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be discharged; provided, however, that no such discharge shall affect the Authority's obligations under Sections 805 hereof. The Series 2010 Bonds shall be deemed to be paid within the meaning of this Resolution if (a)(i) sufficient moneys shall have been irrevocably deposited with the Paying Agent to pay the same when they become due or (ii) there shall have been irrevocably deposited with the Paying Agent moneys or Government Obligations, which, without any reinvestment thereof or of the interest thereon, will produce moneys sufficient to pay the same when they become due (whether upon or prior to the stated maturity of the Series 2010 Bonds), (b) a report of an independent firm of nationally recognized certified public accountants or such other accountant ( "Accountant ") verifying the sufficiency of the escrow established to pay the Series 2010 Bonds in full on the maturity or redemption date ( "Verification ") shall be delivered to the Authority, (c) the Authority shall execute an escrow deposit agreement if the escrow period exceeds 90 days, and (d) an opinion of nationally recognized bond counsel shall be delivered to the Authority and the Consolidated Government to the effect that the Series 2010 Bonds are no longer "Outstanding" under this Resolution. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Authority and the Consolidated Government. Any such deposit is subject to Sections 805 hereof. In the event the Authority shall have made a deposit of moneys or Government Obligations, the Authority shall retain the right to substitute Government Obligations for those previously pledged provided that such Government Obligations will provide sufficient moneys in a timely fashion (without any reinvestment as described above) to make the required payments of principal and interest on the Series 2010 Bonds, and the Authority shall receive at the time of such substitution an opinion of a firm of recognized bond attorneys to the effect that such substitution will not adversely affect the status of interest on the Series 2010 Bonds as being excludable from gross income for federal income tax purposes under the Code. The Authority, at the direction of the Consolidated Government, may defease all of the Series 2010 Bonds or any portion of the Series 2010 Bonds as it may elect. Section 1002. Termination of Liability. If the Authority shall determine that it is desirable to terminate the rights and liens hereunder of the Bondholders (pursuant to a refunding or otherwise) and shall cause the Series 2010 Bonds to be deemed to be paid within the meaning of Section 1001 hereof, then the Series 33 2010 Bonds shall thereafter have no right or lien under this Resolution other than the right to receive payment from said special fund and the same shall not be considered to be Outstanding hereunder for any purpose. 34 ARTICLE XI SUPPLEMENTAL RESOLUTIONS AND AMENDMENT OF CONTRACT Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders. The Authority may, without the consent of, or notice to, any of the Bondholders, adopt a resolution or resolutions supplemental to this Resolution for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Resolution; (b) to grant to or confer for the benefit of the Bondholders any additional rights, remedies, powers, or authorities that may lawfully be granted to or conferred upon the Bondholders; (c) to subject to the lien and pledge of this Resolution additional rents, revenues, receipts, properties, or collateral; (d) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended, or any similar federal statute hereafter in effect, in either case lawfully made applicable to this Resolution; (e) to add, delete or revise provisions required in connection with the issuance of bond insurance or any other credit facility with respect to the Series 2010 Bonds; (f) to make the Series 2010 Bonds eligible for acceptance by The Depository Trust Company or any similar holding institution or to permit issuance of the Series 2010 Bonds or interests therein in book -entry form; (g) to obtain, maintain or upgrade a rating on the Series 2010 Bonds; or (h) in connection with any other changes hereto that in the opinion of counsel are not materially adverse to the interests of the Bondholders. Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. Exclusive of supplemental resolutions covered by Section 1101 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than a majority in principal amount of the Series 2010 Bonds then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Authority of such other resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Authority for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or 35 provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing in this Section shall permit, or be construed as permitting: (i) an extension of the maturity date or due date of any mandatory sinking fund redemption on which the principal of or the interest on any Series 2010 Bond is, or is to become, due and payable, (ii) a reduction in the principal amount of any Series 2010 Bond or Series 2010 Bonds or the rate of interest thereon, (iii) a privilege or priority of any Series 2010 Bond or Series 2010 Bonds over any other Series 2010 Bond or Series 2010 Bonds, (iv) a reduction in the principal amount of the Series 2010 Bonds required for consent to any supplemental resolution, (v) an alteration of the date fixed in any of the Series 2010 Bonds for the payment of the principal of or interest on any Series 2010 Bond or other modification of the terms of payment of the principal at maturity of or interest on any Series 2010 Bond or imposition of any conditions with respect to such payment or adversely affecting the right of the owner of any Series 2010 Bond, which is absolute and unconditional, to institute suit for the enforcement of any such payment as provided herein, (vi) any action affecting the rights of the owners of less than all of the Series 2010 Bonds then outstanding, or (vii) the creation of any lien or charge on any of the Pledged Revenues prior to or superior to the lien or charge created on the Pledged Revenues as security for the payment of the Series 2010 Bonds. If the Authority shall desire to adopt any such supplemental resolution for any of the purposes of this Section, it shall cause notice of the proposed adoption of such supplemental resolution to be given in writing by registered or certified mail postage prepaid to the registered owners of all Outstanding Series 2010 Bonds. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the principal office of the Authority for inspection by all Bondholders. If, within sixty (60) days, or such longer period as shall be prescribed by the Authority, following the mailing of such notice, the holders of not less than a majority in principal amount of the Series 2010 Bonds shall have consented to and approved the adoption of such supplemental resolution as herein provided, no holder of any Series 2010 Bond shall have the right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Authority from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any such supplemental resolution as in this Section permitted and provided, this Resolution shall be modified and amended in accordance therewith. Anything herein to the contrary notwithstanding, a supplemental resolution under this Article XI which affects any right of the Consolidated Government under the Contract shall 36 not become effective unless and until the Consolidated Government shall have consented to the execution and delivery of such supplemental resolution. In this regard, the Authority shall cause notice of the proposed execution and delivery of any such supplemental resolution together with a copy of the proposed supplemental resolution to be delivered to the Consolidated Government at least fifteen (15) days prior to the proposed date of adoption of any such supplemental resolution. Section 1103. Amendments, etc., to Contract Not Requiring Consent of Bondholders. The Authority and the Consolidated Government shall without the consent of, or notice to, the bondholders consent to any amendment, change or modification of the Contract (a "Contract amendment ") as may be required (i) by the provisions of the Contract or this Resolution, (ii) for the purpose of curing any ambiguity or formal defect or omission in the Contract or (iii) in connection with any other change therein which, in the judgment of the Consolidated Government and the Authority, is not contrary to or inconsistent with the Contract and is not to the prejudice of the bondholders. Section 1104. Amendments, etc., to Contract Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section 1103 hereof, neither the Authority nor the Consolidated Government shall consent to any other amendment, change or modification of the Contract without the mailing of notice and the written approval or consent of the holders of not less than a majority in principal amount of the Series 2010 Bonds then Outstanding given and procured as provided in Section 1102 hereof; provided, however, that nothing contained in this Article shall permit, or be construed as permitting, any amendment, change or modification of the Consolidated Government's unconditional obligations to make payments under the Contract or the Consolidated Government's covenants with respect to the use of the proceeds of the Series 2010 Bonds. If the Authority or the Consolidated Government, as the case may be, shall request the consent of the bondholders to any such proposed amendment, change or modification of the Contract, the Bond Registrar shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the manner as provided by Section 1102 hereof with respect to proposed supplemental resolutions. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal office of the Bond Registrar for inspection by bondholders. Section 1105. Legal Action. (a) Any action or proceeding in any court objecting to such supplemental resolution or Contract amendment or to any of the terms and provisions therein contained or the operation thereof, or in any manner questioning the propriety of the adoption thereof or the execution by any bondholder of any instrument purporting to approve the adoption of such supplemental resolution or Contract amendment, or to enjoin or restrain the Authority from taking any action pursuant to the provisions thereof, must be commenced within 30 days after the 37 Authority shall have determined that the adoption of such supplemental resolution or Contract amendment has been duly approved. (b) Upon the expiration of such 30 -day period, or, if any such action or proceedings shall be commenced, upon any judgment or decree sustaining such supplemental resolution or Contract amendment becoming final, this Resolution, any supplemental resolutions, the Contract and any Contract amendment shall be, and be deemed to be, modified and amended in accordance with such supplemental resolution or Contract amendment, and the respective rights, duties and obligations under this Resolution and any supplemental resolution and the Contract and any Contract amendment and all owners of outstanding Series 2010 Bonds shall thereafter be determined, exercised and enforced hereunder, subject, in all respects, to such modifications and amendments. Section 1106. Incorporation. Any supplemental resolution adopted and becoming effective in accordance with the provisions of this Article shall thereafter form a part of this Resolution and all conditions of this Resolution for any and all purposes, and shall be effective as to all owners of Series 2010 Bonds then outstanding and no notation or legend of such modifications and amendments shall be required to be made thereon. 38 ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Validation. The Series 2010 Bonds shall be validated in the manner provided in the Revenue Bond Law, and to that end notice of the adoption of this Resolution and a certified copy thereof shall be immediately served on the District Attorney of the Augusta Judicial Circuit in order that proceedings for the confirmation and validation of the Series 2010 Bonds by the Superior Court of Richmond County may be instituted by said District Attorney. Section 1202. Severability. In case any one or more of the provisions of this Resolution, or the Series 2010 Bonds, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, or the Series 2010 Bonds, but this Resolution and the Series 2010 Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Section 1203. Resolution as a Contract. The provisions of this Resolution shall constitute a contract by and between the Authority and the Bondholders, and after the issuance of the Series 2010 Bonds this Resolution shall not be repealed, revoked, supplemented rescinded or amended in any respect which will adversely affect the rights and interest of the owners of the Series 2010 Bonds, nor shall the Authority pass any proceedings in any way adversely affecting the rights of such owners or issuers, so long as any of the Series 2010 Bonds authorized by this Resolution, or the interest thereon, shall remain unpaid. This covenant shall not be construed as prohibiting modifications hereof or amendments hereto to the extent and in the manner as provided in Article XI hereof. Section 1204. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of payment of the principal of or interest on the Series 2010 Bonds shall be in the Authority of payment a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of such principal or interest need not be made on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of stated maturity, and no interest shall accrue for the period after such date. Section 1205. Resolution Constitutes Trust Indenture. This Resolution has been duly authorized, executed and delivered by the Authority and is not subject to qualification under the Trust Indenture Act of 1939, as amended. 39 Section 1206. Applicable Provisions of Law. This Resolution shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. Section 1207. Repeal of Conflicting Resolutions. Any and all resolutions, or parts of resolutions, if any, in conflict with this Resolution are hereby repealed, and this Resolution shall be in full force and effect from and after its adoption. Section 1208. Authorization of Contract. The execution, delivery and performance of the Contract, a copy of which is attached hereto as Exhibit B, are hereby authorized. The Contract shall be executed by the Chairperson or the Vice Chairperson of the Authority and attested by the Secretary or Assistant Secretary of the Authority, and the seal of the Authority shall be impressed thereon. The Contract shall be in substantially the form attached hereto, with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Authority, and the execution and delivery by the Authority of the Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. Section 1209. Waiver of Bond Audit. The Authority hereby approves the publication of the requisite legal notice waiving the performance audit and performance review requirements of Section 36 -82 -100 of the Official Code of Georgia Annotated. Section 1210. Approval and Authentication of Offering Documents; Winning Bidder. The preparation, use and distribution of the Official Notice of Sale and the Preliminary Official Statement presented at this meeting are hereby ratified and approved. The execution, use and distribution of the Official Statement are authorized and approved, provided that the Official Statement shall be in substantially the same form as the Preliminary Official Statement presented at this meeting. The Authority hereby deems the Preliminary Official Statement final, except for "Permitted Omissions," as of its date for purposes of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended (the "Rule "). As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the underwriter or bond insurer and other terms of the Series 2010 Bonds and any underlying obligations depending on such matters, all with respect to the Series 2010 Bonds and any underlying obligations. The execution and delivery of the 15c2 -12 Certificate required by the Rule are hereby ratified and approved. The execution, delivery and performance of the Series 2010 Disclosure Certificate summarized in the Preliminary Official Statement are hereby authorized and approved. 40 BB &T Capital Markets, a division of Scott & Stringfellow Inc., is hereby approved as the winning bidder for the Series 2010 Bonds upon the terms set forth in its bid. Section 1211. No Individual Responsibility of Members and Officers of Authority. No stipulations, obligations or agreements of any member or of any officer of the Authority shall be deemed to be stipulations, obligations or agreements of any such member or officer in his or her individual capacity. Section 1212. General Authority. The Authority, at the direction of and in consultation with the Consolidated Government, shall execute and deliver a tax compliance and non - arbitrage certificate and all other documents and certificates necessary to effectuate the transactions contemplated by this Resolution. All actions heretofore taken and all documents heretofore executed in connection with the issuance of the Series 2010 Bonds are hereby ratified and approved. It is hereby ratified and approved that the Chairperson and any other proper officers, members, agents and employees of the Authority hereby are authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of this Resolution and further are authorized to take any and all further actions and execute and deliver any and all other certificates, papers and documents as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be approved by the Chairperson or Vice Chairperson or the Authority, and the execution of such other certificates, papers and documents by the Chairperson or Vice Chairperson of the Authority as herein authorized shall be conclusive evidence of any such approval. The Secretary or any Assistant Secretary of the Authority is hereby authorized to attest the signature of the Chairperson or Vice Chairperson of the Authority and impress, imprint or otherwise affix the seal of the Authority on any of the certificates, papers and documents executed in connection with this Resolution, but shall not be obligated to do so, and the absence of the signature of the Secretary or Assistant Secretary or the Authority' s seal on any such other certificates, papers and documents shall not affect the validity or enforceability of the Authority's obligations thereunder. Section 1213. Consents of Bondholders. (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Resolution to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Bondholders in person or by their agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Authority, and, where it is expressly required, to the Authority and the Consolidated Government. Proof of execution of any such instrument or of a writing 41 appointing any such agent shall be sufficient for any purpose of this Resolution and conclusive if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute proof of his authority. (c) The fact and date of execution of any such instrument or writing may also be proved in any other manner which the Authority deems sufficient, and the Authority or the Paying Agent, as the case may be, may in any instance require further proof with respect to any of the matters referred to in this Section. (d) The ownership of Series 2010 Bonds shall be proved by the registration books kept by the Bond Registrar. (e) Any request, demand, authorization, direction, notice, consent, waiver, or other action by any Bondholder shall bind every future holder of the same Series 2010 Bond in respect of anything done or suffered to be done by any Paying Agent, Bond Registrar or the Authority in reliance thereon, whether or not notation of such action is made upon such Series 2010 Bond. Section 1214. Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Series 2010 Bonds is intended or shall be construed to give to any person or company other than the Authority and the holders of the Series 2010 Bonds, any legal or equitable right, remedy or claim under or in respect of this Resolution or any covenants, contracts, conditions, and provisions herein contained; this Resolution and all of the covenants, contracts, conditions and provisions hereof being intended to be and being for the sole exclusive benefit of the Consolidated Government and the holders of the Series 2010 Bonds as herein provided. Section 1215. Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other party: 42 If to the Authority: Solid Waste Management Authority of Augusta Attn: Chairperson Municipal Building 530 Greene Street Augusta, GA 30911 With a copy to the Consolidated Government. If to the Consolidated Government: Augusta, Georgia Attn: Administrator 530 Greene Street, Room 801 Augusta, GA 30901 If to the Paying Agent: The Bank of New York Mellon Trust Company, N.A. Attn: Corporate Trust Suite 425 900 Ashwood Parkway Atlanta, GA 30338 A duplicate copy of each notice, certificate or other communication given hereunder by either the Authority, the Consolidated Government, or the Paying Agent to any one of the others shall also be given to all of the others. Section 1216. Acknowledgment of Acceptance of Contract. The Authority accepts the terms of the Contract and agrees that it will effectively carry out the purpose and intention of the Contract and has accepted the Contract for and on behalf of itself and for and on behalf of all Bondholders. Section 1217. Requirements and Conditions Met. The Authority agrees that all the terms, conditions, requirements of all acts and things required to be done, both under the Constitution of the State of Georgia and the Act, have been done as required, and the Authority agrees to take any and all necessary steps to comply with each and every requirement and condition referred to herein. 43 Adopted and approved this 7th day of December, 2010. SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA (SEAL) By: Vice Chairperson Attest: ecretary 44 EXHIBIT A (FORM OF THE BOND) No. R- $ STATE OF GEORGIA SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA REVENUE BONDS SERIES 2010 BOND DATE INTEREST RATE MATURITY DATE CUSIP , 2010 % October 1, FOR VALUE RECEIVED, Solid Waste Management Authority of Augusta, a public body corporate and politic duly created and validly existing under the Constitution and the laws of the State of Georgia (the "Authority "), hereby promises to pay solely from the special fund provided therefor, as hereinafter set forth, to Cede & Co., as nominee of The Depository Trust Company, or registered assigns, the principal sum of DOLLARS in lawful money of the United States of America, on the date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender hereof at the principal corporate trust office of The Bank of New York Trust Company, N.A., Atlanta, Georgia, Paying Agent and Bond Registrar, and to pay to the registered owner hereof solely from the special fund interest on the principal amount from the Interest Payment Date (hereinafter defined) next preceding the date of authentication of this bond to which interest has been paid, unless the date of authentication hereof is an Interest Payment Date to which interest has been paid, then from the date hereof, or unless no interest has been paid hereon, then from , 2010; provided, however, that if the date of authentication of this bond is after a Record Date (hereinafter defined) and prior to the next succeeding Interest Payment Date, then interest hereon shall be paid from such Interest Payment Date, at the rate per annum specified above, on April 1, 2011 and semiannually thereafter on the 1st days of April and October in each year (each an "Interest Payment Date "), until payment of the principal amount hereof. Payments of interest on this bond shall be made by check or draft payable to the registered owner as shown on the bond registration book of the Authority kept by the Bond Registrar at the close of business on the fifteenth day of the calendar month next preceding each Interest Payment Date (a "Record Date ") and such interest payments shall be mailed to such registered owner at the address shown on the bond registration book. Notwithstanding the foregoing, so long as this bond is registered in the name of the Securities Depository or the Securities Depository Nominee, payment of principal and interest on this certificate shall be made by wire transfer to the Securities Depository. A -1 This bond is one of a duly authorized issue in the aggregate principal amount of $9,165,000 of like tenor, except as to numbers, denominations, interest rates and dates of maturity (the "Series 2010 Bonds "), issued for the purpose of (a) improving the solid waste facility, including improvements to and replacement of components of the gas collection and control system of Augusta, Georgia's (the "Consolidated Government ") solid waste facility (the "Project ") and (b) paying the costs of issuing the Series 2010 Bonds. The Series 2010 Bonds are issued under the authority of the Constitution and laws of the State of Georgia and pursuant to a resolution of the Authority adopted on December 7, 2010 (the "Resolution "). Reference to the Resolution is hereby made for a complete description of the fund charged with, and pledged to, the payment of the principal of and the interest on the Series 2010 Bonds, the nature and extent of the security therefor, a statement of rights, duties and obligations of the Authority, and the rights of the owners of the Series 2010 Bonds, to all the provisions of which the owner hereof, by the acceptance of this bond, assents. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until this bond shall have been authenticated and registered upon the bond registration book of the Authority kept for that purpose by the Bond Registrar, which authentication and registration shall be evidenced by the execution by the manual signature of a duly authorized signatory of the Bond Registrar of the certificate hereon. The Series 2010 Bonds are being issued by means of a Book -Entry System, with actual Series 2010 Bonds immobilized at The Depository Trust Company, New York, New York, or its successor as Securities Depository, evidencing ownership of the Series 2010 Bonds in principal amounts of $5,000 or integral multiples thereof, and with transfers of Beneficial Ownership effected on the records of the Securities Depository and its participants pursuant to the rules and procedures established by the Securities Depository. Actual Series 2010 Bonds are not available for distribution to the Beneficial Owners, except under the limited circumstances set forth in the Resolution. The principal and interest on the Series 2010 Bonds are payable by the Paying Agent to Cede & Co., as nominee of the Securities Depository. Transfer of principal and interest payments to participants of the Securities Depository is the responsibility of the Securities Depository; transfers of principal and interest to Beneficial Owners by participants of the Securities Depository will be the responsibility of such participants and other nominees of Beneficial Owners. The Authority and the Paying Agent are not responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants. If the Series 2010 Bonds are no longer registered to a Securities Depository or its nominee, this bond may be registered as transferred only upon the registration books kept for that purpose at the principal corporate trust office of the Bond Registrar by the registered owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Bond Registrar of this bond duly endorsed for registration of transfer or accompanied by an assignment duly executed by the registered owner or his or her attorney duly authorized in writing, and thereupon a new registered bond, in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor. In addition, if the Series 2010 Bonds are no longer registered to a Securities Depository, this bond may be exchanged by the registered owner hereof or his or her duly authorized attorney upon presentation at the principal corporate trust office of the Bond Registrar for an equal aggregate principal amount of Series 2010 Bonds of the same maturity and A -2 in any authorized denominations in the manner, subject to the conditions and upon payment of charges, if any, provided in the Resolution. The Authority and the Consolidated Government have entered into an Intergovernmental Contract, dated as of December 7, 2010 (the "Contract ") with respect to the Project. Pursuant to the Contract, the Consolidated Government has agreed to pay the Authority amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2010 Bonds. Such payments made by the Consolidated Government have been pledged to the payment of the Series 2010 Bonds and will be deposited by the Authority into a sinking fund for that purpose. In order to secure its obligations to make payments under the Contract, the Consolidated Government has granted a lien on the proceeds of the levy an ad valorem property tax, within the millage limitation prescribed by law, on all property in the Consolidated Government subject to taxation for such purposes in order to make such payments under the Contract. The principal of and interest on the Series 2010 Bonds are payable solely from the moneys payable to the Authority under the Contract. The Series 2010 Bonds will not constitute a general obligation of the State of Georgia, the Consolidated Government, or any political subdivision of the State of Georgia within the meaning of any constitutional or statutory limitation upon indebtedness. No owner of the Series 2010 Bonds shall ever have the right to compel the exercise of the taxing power of the State of Georgia, the Consolidated Government or any political subdivision of the State of Georgia to pay the same or the interest thereon. To the extent permitted by the Resolution, modifications or alterations of the Resolution and the Contract may be made by the Authority. As provided in the Resolution, certain modifications may only be made with the consent of the owners of at least a majority in aggregate principal amount of the Series 2010 Bonds then outstanding. The Series 2010 Bonds maturing on October 1, 2021 and thereafter are subject to redemption prior to maturity, at the option of the Authority, on or after April 1, 2021, in whole or in part at any time (in any order of maturity and by lot within a maturity), at a redemption price equal to the principal amount of the Series 2010 Bonds to be redeemed, plus accrued interest to the redemption date. The Series 2010 Bonds maturing on October 1, 2030 are subject to mandatory sinking fund redemption prior to their maturity at a redemption price equal to 100% of the principal amount thereof being redeemed, plus accrued interest, on October 1 of the following years and in the following amounts (the October 1, 2030 amount to be paid rather than redeemed): Year 2026 2027 2028 2029 Amount $550,000 575,000 605,000 630,000 2030 660,000 A -3 At its option, to be exercised on or before the 45th day next preceding such scheduled maturity redemption date, the Authority, may (a) receive a credit with respect to its scheduled mandatory redemption obligation for any Series 2010 Bonds subject to scheduled mandatory redemption which are delivered to the Paying Agent for cancellation and not theretofore applied as a credit against a scheduled mandatory redemption obligation or (b) receive a credit with respect to its scheduled mandatory redemption obligation for any Series 2010 Bonds which prior to said date have been redeemed (otherwise than through scheduled mandatory redemption) and canceled by the Paying Agent and not theretofore applied as a credit against said scheduled mandatory redemption obligation. Each Series 2010 Bond so delivered or previously redeemed shall be credited by the Paying Agent, at the principal amount thereof to the obligation of the Authority on such scheduled mandatory redemption date and the principal amount of the Series 2010 Bonds to be redeemed by operation of such scheduled mandatory redemption on such date shall be accordingly reduced. Not more than 60 days and not less than 30 days before any date upon which any such redemption is to be made a notice of redemption designating the Series 2010 Bonds to be redeemed shall be mailed, postage prepaid, to all registered owners of the Series 2010 Bonds to be redeemed at addresses which appear upon the bond registration book as of the date of giving such notice. It is expressly provided, however, that the failure to receive any such notice or any defect therein shall not affect the validity of the proceedings for such redemption or cause the interest to continue to accrue on the principal amount of the Series 2010 Bonds so designated for redemption. This bond is issued with the intent that the laws of the State of Georgia shall govern its construction. In case of default, the owner of this bond shall be entitled to the remedies provided by the Resolution and the Revenue Bond Law and any amendments thereto. It is hereby recited and certified that all acts, conditions and things required to be done precedent to and in the issuance of this bond have been done, have happened and have been performed in due and legal form as required by law, and that provision has been made for the allocation from the Consolidated Government' s payments under the Contract of amounts sufficient to pay the principal of and the interest on all of the Series 2010 Bonds as same mature and that such payments are irrevocably allocated and pledged to the payment thereof and the interest thereon. A -4 IN WITNESS WHEREOF, the Solid Waste Management Authority of Augusta has caused this bond to be executed by the manual signature of its Chairperson and its official seal to be impressed hereon and attested by the manual signature of its Secretary. SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA (SEAL) By: Chairperson Attest: Secretary A -5 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is one of the Series 2010 Bonds described above. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Bond Registrar By: Authorized Officer A -6 VALIDATION CERTIFICATE STATE OF GEORGIA ) ) COUNTY OF RICHMOND ) The undersigned Clerk of the Superior Court of Richmond County, State of Georgia, HEREBY CERTIFIES that this bond was validated and confirmed by judgment of the Superior Court of Richmond County, Georgia, Civil Action File Number , on the day of December, 2010, and that no intervention or objection was filed in the proceedings validating same and that no appeal from said judgment of validation has been taken. WITNESS, my signature and seal of the Superior Court of Richmond County, Georgia. Clerk, Superior Court, Richmond County, Georgia (SEAL) A -7 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer this bond on the bond registration book kept for such purpose by the Bond Registrar, with full power of substitution in the premises. Dated NOTE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program ( "STAMP ") or similar program. (END OF BOND FORM) II A -8 Exhibit B SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA and AUGUSTA, GEORGIA INTERGOVERNMENTAL CONTRACT Dated as of December 7, 2010 The rights and interest of the Solid Waste Authority of Augusta in this Intergovernmental Contract and the revenues and receipts derived therefrom, have been assigned and pledged under a Bond Resolution of the Solid Waste Authority of Augusta adopted on December 7, 2010. INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS (This Table of Contents is not a part of the Intergovernmental Contract and is only for convenience of reference.) ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 3 Section 1.1. Definitions. 3 Section 1.2. Construction of Certain Terms 5 Section 1.3. Table of Contents; Titles and Headings 5 Section 1.4. Contents of Certificates or Opinions 6 ARTICLE II. REPRESENTATIONS 7 Section 2.1. Representations of Authority 7 Section 2.2. Representations of the Consolidated Government. 9 Section 2.3. Reliance by Bondholders 12 ARTICLE III. ISSUANCE OF THE SERIES 2010 BONDS; ACQUISITION, CONSTRUCTION, AND EQUIPPING OF THE PROJECT 13 Section 3.1. Agreement to Issue the Series 2010 Bonds; Application of Bond Proceeds 13 Section 3.2. Agreement to Acquire, Construct and Equip the Project. 13 Section 3.3. Establishment of Completion Date 14 Section 3.4. In Event Construction Fund Insufficient. 14 Section 3.5. Title to the Project. 15 Section 3.6. Application of Moneys in the Construction Fund. 15 Section 3.7. Disbursements from the Construction Fund 16 Section 3.8. Authorized Consolidated Government and Authority Representatives 16 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS 17 Section 4.1. Effective Date of this Contract; Duration of Term 17 Section 4.2. Contract Payments and Additional Payments. 17 Section 4.3. Obligations of the Consolidated Government Hereunder Unconditional. 18 Section 4.4. Security for Contract Payments 19 Section 4.5. Security for Series 2010 Bonds. 21 ARTICLE V. DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS 22 Section 5.1. Damage, Destruction and Condemnation 22 Section 5.2. Application of Net Proceeds 22 Section 5.3. Cooperation of the Authority. 22 ARTICLE VI. SPECIAL COVENANTS 23 Section 6.1. No Warranty of Condition or Suitability by Authority. 23 Section 6.2. Access to the Project. 23 Section 6.3. Further Assurances and Corrective Instruments. 23 Section 6.4. Authority and Consolidated Government Representatives. 23 Section 6.5. Provisions Respecting Insurance. 23 Section 6.6. Investment of Funds and Accounts. 23 Section 6.7. Special Investment Covenants 24 Section 6.8. Calculation and Payment of Rebate Amount. 24 Section 6.9. Consolidated Government's Obligations in the Bond Resolution. 24 Section 6.10. Operation and Maintenance of the Project; Modification of Project. 25 Section 6.11. Books and Records 25 Section 6.12. Release and Indemnification Covenants. 25 Section 6.13. Continuing Disclosure. 26 Section 6.14. Tax Status of Series 2010 Bonds 26 ARTICLE VII. ASSIGNMENT; PREPAYMENTS 27 Section 7.1. No Assignment by Consolidated Government. 27 Section 7.2. Redemption of Series 2010 Bonds. 27 Section 7.3. Prepayment of Amounts Due Hereunder. 27 Section 7.4. Option to Prepay Amounts Due Hereunder and Redeem the Series 2010 Bonds 27 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 29 Section 8.1. Events of Default Defined. 29 Section 8.2. Remedies on Default. 30 Section 8.3. No Remedy Exclusive. 30 Section 8.4. Agreement to Pay Fees and Expenses. 30 Section 8.5. No Additional Waiver Implied by One Waiver. 31 ARTICLE IX. MISCELLANEOUS 32 Section 9.1. Notices 32 Section 9.2. Binding Effect. 32 Section 9.3. Severability 32 Section 9.4. Amounts Remaining in Funds. 33 Section 9.5. Amendments, Changes and Modifications; Assignment. 33 Section 9.6. Execution in Counterparts. 33 Section 9.7. Applicable Law. 33 ii THIS INTERGOVERNMENTAL CONTRACT is dated as of December 7, 2010, between SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA (the "Authority "), a public body corporate and politic and AUGUSTA, GEORGIA (the "Consolidated Government "), a political subdivision of the State of Georgia. WITNESSETH: WHEREAS, the Solid Waste Management Authority of Augusta (the "Authority ") has heretofore been created pursuant to the Regional Solid Waste Management Authorities Act (O.C.G.A. Section 12 -8 -50 et seq.), as amended (the "Act "), and the Authority is now existing and operating and its members have been duly appointed and entered into their duties; and WHEREAS, the Authority was created for the general purpose of collecting, transporting, managing and disposal of solid waste in Augusta, Georgia; and WHEREAS, pursuant to the authority granted in the Act, the Authority is empowered to (a) acquire, construct, improve or modify and to cause to be placed into operation and operated a project (as defined in the Act) within the Consolidated Government and (b) pay all or part of the cost of any project from proceeds of revenue bonds of the Authority; and WHEREAS, the Consolidated Government is a political subdivision of the State of Georgia, legally created and validly existing under the laws of the State of Georgia; and WHEREAS, pursuant to the Constitution and the laws of the State of Georgia, including the Revenue Bond Law, the Consolidated Government has the power to provide for the collection, treatment, reuse or disposal of solid waste; and WHEREAS, Article IX, Section III, Paragraph I (a) of the Constitution of the State of Georgia of 1983 provides that any ". . . county, municipality, school district or other political subdivision of the state may contract for any period not exceeding 50 years with each other or with any other public agency, public corporation, or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment; but such contracts must deal with activities, services and facilities which the contracting parties are authorized by law to undertake or provide ... "; and WHEREAS, the Authority, after its own independent study and investigation, has determined that improvements to the Consolidated Government's municipal solid waste facility (the "Solid Waste Facility "), including improving and equipping the gas collection and control system (the "Project ") will further the public purposes for which the Authority was created; and WHEREAS, to finance the overall undertaking now contemplated, the Authority and the Consolidated Government have determined that it is in the best interest of the Authority and the Consolidated Government for the Authority to issue its revenue bonds, designated as "Solid Waste Management Authority of Augusta Revenue Bonds, Series 2010," in an aggregate principal amount of $9,165,000 (the "Series 2010 Bonds ") for the purpose of financing the Project and paying costs of issuance associated therewith; and WHEREAS, the Series 2010 Bonds will be issued pursuant to the Act and a resolution of the Authority adopted on December 7, 2010 (the "Bond Resolution "); and WHEREAS, the Authority and the Consolidated Government have determined that the Project should be constructed in accordance with, or substantially in accordance with, the description of the project attached as Appendix D to the Bond Resolution, which by this reference hereby incorporated herein and made a part hereof; and WHEREAS, the Authority and the Consolidated Government propose to enter into this Intergovernmental Contract pursuant to which the Authority will agree, among other things, to issue the Series 2010 Bonds to finance costs of the Project; and in consideration therefor, the Consolidated Government will agree, among other things, to cause the acquisition, construction and equipping of the Project and to make payments to the Authority for such services and in such amounts sufficient to enable the Authority to pay, when due, the principal of, redemption premium, if any, and interest on the Series 2010 Bonds and other amounts due under the Bond Resolution and pledge its full faith and credit and taxing power to the extent necessary to make the payments required by this Intergovernmental Contract. NOW, THEREFORE, for and in consideration of the premises, the mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority and the Consolidated Government agree as follows: 2 ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions. All capitalized, undefined terms used in this Contract shall have meanings ascribed to them in the Resolution. The following words and phrases shall have the following meanings: "Additional Contract" means a contract or supplemental agreement entered into after the date hereof binding the Consolidated Government pursuant to Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983, pursuant to the terms of which a payment obligation is created or expanded from the Consolidated Government to the other party to such contract. "Authorized Authority Representative" means the person at the time designated to act on behalf of the Authority by written certificate furnished to the Consolidated Government and the Construction Fund Custodian, containing the specimen signature of such person and signed on behalf of the Authority by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate so executed may designate an alternate or alternates. "Authorized Consolidated Government Representative" means the person at the time designated to act on behalf of the Consolidated Government by written certificate furnished to the Authority and the Construction Fund Custodian, containing the specimen signature of such person and signed on behalf of the Consolidated Government by its Mayor or Mayor Pro Tempore. "Bond Resolution" means the resolution of the Authority adopted on December 7, 2010, pursuant to which the Series 2010 Bonds are authorized to be issued, including any resolution supplemental thereto. "Coliseum Bonds" means the revenue bonds designated "Augusta- Richmond County Coliseum Authority Revenue Bonds (Coliseum and TEE Center Project), Series 2010 ", which are secured by payments under the Sale Agreement and the Service Agreement. "Contract Payments" means the payments due pursuant to Section 4.2(a) of this Contract in an amount equal to the principal of, premium, if any, and interest on the Series 2010 Bonds. "Constitutional Amendment" means an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive). "Completion Date" means the date the Project is complete as evidenced by the certificate required by Section 3.3 hereof. 3 "Default" and "Event of Default" mean with respect to any Default or Event of Default under this Contract any occurrence or event specified and defined by Section 8.1 hereof. "Fiscal Year" means any period of twelve consecutive months adopted by the Consolidated Government as its fiscal year for financial reporting purposes and shall initially mean the period beginning on January 1 of each calendar year and ending on December 31 of the same calendar year. "Governing Body" means, in the case of the Authority, its members and, in the case of the Consolidated Government, the Augusta- Richmond County Commission. "Net Proceeds," when used with respect to any condemnation award or insurance proceeds from policies required by Section 6.5 hereof, means the amount remaining after deducting all expenses (including attorneys' fees) incurred in the collection of such proceeds from the gross proceeds thereof. "Official Statement" means the Official Statement, dated December 7, 2010, pursuant to which the Series 2010 Bonds were offered for sale. "Prior Contracts" means, collectively, the Intergovernmental Contract, dated as of September 1, 2004, between the Authority and the Consolidated Government, the Intergovernmental Contract, dated as of June 1, 2010, between the Urban Redevelopment Agency of Augusta and the Consolidated Government, the Service Agreement and the Sale Agreement, as the same may be supplemented and amended from time to time in accordance with the provisions thereof. "Purchaser" means BB &T Capital Markets, a division of Scott & Stringfellow, Inc., the purchaser of the Series 2010 Bonds. "Rebate Amount" means the rebatable arbitrage in connection with the Series 2010 Bonds that is payable to the United States Treasury pursuant to Section 148(0 of the Code and any Regulations proposed or promulgated in connection therewith. "Rebate Calculator" means any recognized bond counsel, recognized firm of certified public accountants, or other firm reasonably acceptable to the Authority, which is expert in making the calculations required by Section 148(0 of the Code, appointed by the Consolidated Government pursuant to Section 6.8 hereof to make the calculations required by Section 148(0 of the Code and any Regulations proposed or promulgated in connection therewith. "Regulations" means the Treasury Regulations promulgated under and pursuant to the Code. "Sale Agreement" means the Agreement of Sale, dated as of August 1, 2010, between the Augusta - Richmond County Coliseum Authority and the Consolidated Government, as the same may be supplemented and amended from time to time in accordance with the terms thereof. 4 "Series 2010 Disclosure Certificate" means the Continuing Disclosure Certificate, dated the date of issuance of the Series 2010 Bonds, of the Consolidated Government, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Service Agreement" means the Intergovernmental Service Agreement, dated as of August 1, 2010, by and between the Consolidated Government and the Augusta - Richmond County Coliseum Authority, as the same may be supplemented and amended from time to time in accordance with the provisions thereof. "State" means the State of Georgia. "Term" means the duration of this Contract as specified in Section 4.1 hereof. "Unassigned Rights" means all of the rights of the Authority to receive reimbursements and payments pursuant to Sections 6.12 and 8.4 hereof, and to be held harmless and indemnified pursuant to Section 6.12 hereof. Section 1.2. Construction of Certain Terms. For all purposes of this Contract, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction shall apply: (1) The use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine, or neuter gender, as appropriate. (2) "This Contract" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements of sale supplemental hereto entered into pursuant to the applicable provisions hereof. (3) All references in this instrument to designated "Articles," "Sections," and other subdivisions are to the designated Articles, Sections, and other subdivisions of this instrument. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Contract as a whole and not to any particular Article, Section, or other subdivision. (4) The terms defined in this Article shall have the meaning assigned to them in this Article and include the plural as well as the singular. (5) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American Institute of Certified Public Accountants, on and as of the date of this instrument. Section 1.3. Table of Contents; Titles and Headings. The table of contents, the titles of the articles, and the headings of the sections of this Contract are solely for convenience of reference, are not a part of this Contract, and shall not be deemed to affect the meaning, construction, or effect of any of its provisions. 5 Section 1.4. Contents of Certificates or Opinions. Every certificate or opinion with respect to the compliance with a condition or covenant provided for in this Contract shall include: (i) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with, and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an official of the Authority or the Consolidated Government may be based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an accountant, which certificate or opinion has been given only after due inquiry of the relevant facts and circumstances, unless such official knows that the certificate or opinion with respect to the matters upon which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable care should have known that the same was erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based (insofar as it relates to factual matters with respect to information that is in the possession of an official of the Authority or the Consolidated Government or any third party) upon the certificate or opinion of or representations by an official of the Authority or the Consolidated Government or any third party on whom counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous. The same official of the Authority or the Consolidated Government, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters required to be certified or opined under any provision of this Contract, but different officials, counsel, or accountants may certify or opine to different matters, respectively. 6 ARTICLE II. REPRESENTATIONS Section 2.1. Representations of Authority. The Authority represents as follows: (a) Creation and Authority. The Authority is a public corporation duly created and validly existing under the laws of the State, including the provisions of the Act. The Authority has all requisite power and authority under the Act and the laws of the State (1) to issue the Series 2010 Bonds to finance the costs of acquiring, constructing, and installing the Project, (2) to adopt the Bond Resolution, and (3) to enter into, perform its obligations under, and exercise its rights under this Contract and the Bond Resolution. The Bond Resolution has been adopted and has not been modified or repealed. The Act authorizes the Authority to issue revenue bonds of the Authority for the purpose of paying all or any part of the cost of any one or more "projects," which includes the acquisition, construction and equipping of any property, real or personal, used as or in connection with a facility for the composting, extraction, collection, storage, treatment, processing, utilization or final disposal of resources contained in solid waste, including the conversion of solid waste or resources contained therein into compost, gas or any other product or energy source and the collection, storage, treatment, utilization, processing or final disposal of solid waste in connection with the foregoing. The Authority is authorized and empowered under and pursuant to the provisions of the Revenue Bond Law to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension of any "undertaking," which includes systems, plants, works, instrumentalities and properties used or useful in connection with the collection, treatment, reuse or disposal of solid waste. The Act also authorizes the Authority (1) to make contracts, and to execute all instruments necessary or convenient, with any all political subdivisions, departments, instrumentalities, or agencies of the State or of local government, including contracts or other undertakings relative to the furnishing of project activities and facilities or either of them by the Authority to municipal corporations and counties and by such municipal corporations and counties for a term not exceeding 50 years, and (2) to pledge all or any part of its revenues, income or charges derived from any project as security for repayment of its revenue bonds. The Authority has found that the Project constitutes a "project" within the meaning of that term as defined in the Act, has found that the Project constitutes an "undertaking" within the meaning of that term as defined in the Revenue Bond Law, and has found that the Project is for the lawful and valid public purposes set forth in the Act. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Authority, after making due inquiry with respect thereto, threatened against or affecting the Authority in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Contract or which, in any way, would adversely affect the validity or enforceability of the Series 2010 Bonds, the Bond Resolution, the Contract, or any agreement or instrument to which the Authority is a party and which is used or contemplated for use in the consummation of the transactions contemplated 7 hereby or thereby, nor is the Authority aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. (c) Agreements Are Legal and Authorized. The execution and delivery by the Authority of the Contract, the Series 2010 Bonds, and the Bond Resolution and the compliance by the Authority with all of the provisions of each thereof (i) are within the purposes, powers, and authority of the Authority, (ii) have been done in full compliance with the provisions of the Act and have been approved by the Authority and are legal and will not conflict with or constitute on the part of the Authority a violation of or a breach of or a default under any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Authority is a party or by which the Authority or its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Authority or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Authority. (d) Governmental Consents. Neither the nature of the Authority nor any of its activities or properties, nor any relationship between the Authority and any other Person, nor any circumstance in connection with the offer, issue, sale, or delivery of the Series 2010 Bonds is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Authority in connection with the execution, delivery, and performance of the Contract and the Bond Resolution or the consummation of any transaction therein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect. (e) No Defaults. To the knowledge of the Authority, after making due inquiry with respect thereto, no event has occurred and no condition exists that would constitute an event of default under the Bond Resolution or that, with the lapse of time or with the giving of notice or both, would become such an event of default. To the knowledge of the Authority, after making due inquiry with respect thereto, the Authority is not in default or violation in any material respect under the Act or under any organic document or other agreement or instrument to which it is a party or by which it may be bound. (f) No Prior Pledge. Neither this Contract nor any of the payments or amounts to be received by the Authority hereunder have been or will be assigned, pledged, or hypothecated in any manner or for any purpose or have been or will be the subject of a grant of a security interest by the Authority other than as provided in the Bond Resolution. (g) Compliance with Conditions Precedent to the Issuance of the Series 2010 Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution and delivery by the Authority of the Series 2010 Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Series 2010 Bonds, together with all other obligations of the Authority, do not exceed or violate any constitutional or statutory limitation, and the revenues, funds, property, and amounts pledged 8 to the payment of the principal of, premium, if any, and interest on the Series 2010 Bonds, as the same become due, have been calculated to be sufficient in amount for that purpose. (h) Authority's Tax Certificate. The representations and warranties of the Authority set forth in the Authority's Tax Certificate, dated the date of issuance and delivery of the Series 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT, EXCEPT AS SET FORTH ABOVE. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS SUITABILITY FOR THE CONSOLIDATED GOVERNMENT'S PURPOSES OR THE EXTENT TO WHICH PROCEEDS OF THE SERIES 2010 BONDS WILL PAY THE COSTS INCURRED IN CONNECTION THEREWITH. The Authority makes no representation as to the financial position or business condition of the Consolidated Government and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Consolidated Government in connection with the sale of the Series 2010 Bonds, or as to the correctness, completeness or accuracy of such statements. Section 2.2. Representations of the Consolidated Government. The Consolidated Government represents as follows: (a) Creation and Authority. The Consolidated Government is a political subdivision duly created and validly existing under the laws of the State including the charter of the Consolidated Government (Ga. Laws 1995, p. 3648, et. seq.), as amended (the "Charter "). Under the Charter, the State Constitution, the Act and the other laws of the State, the Consolidated Government has all requisite power and authority under the laws of the State to enter into, perform its obligations under, and exercise its rights under this Contract. The Consolidated Government is authorized by Article IX, Section III, Paragraph I(a) of the Constitution of the State of Georgia of 1983, to contract for any period not exceeding fifty years with the Authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment but such contracts must deal with activities, services, or facilities which the contracting parties are authorized by law to undertake or provide. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Consolidated Government, after making due inquiry with respect thereto, threatened against or affecting the Consolidated Government in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the properties, activities, prospects, profits, operations, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Government to perform its obligations under this Contract, or the transactions contemplated by this Contract or which, in any way, would adversely affect the validity or enforceability of this Contract or any agreement or instrument to which the 9 Consolidated Government is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Consolidated Government aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. The Consolidated Government is not in default with respect to any judgment, order, writ, injunction, decree, demand, rule, or regulation of any court, governmental authority, or arbitration board or tribunal. (c) Agreement Is Legal and Authorized. The execution and delivery by the Consolidated Government of this Contract, the consummation of the transactions herein contemplated, and the fulfillment of or the compliance with all of the provisions hereof (i) are within the power, legal right, and authority of the Consolidated Government, (ii) are legal and will not conflict with or constitute on the part of the Consolidated Government a violation of or a breach of or a default under, any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Consolidated Government is a party or by which the Consolidated Government or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation, judgment, order, writ, injunction, decree, or demand of any court or governmental agency or body having jurisdiction over the Consolidated Government or any of its activities or properties, and (iii) have been duly authorized by all necessary and appropriate official action on the part of the Governing Body of the Consolidated Government. This Contract is the valid, legal, binding, and enforceable obligation of the Consolidated Government. The officials of the Consolidated Government executing this Contract are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Consolidated Government. (d) Governmental Consents. Neither the Consolidated Government nor any of its activities or properties, nor any relationship between the Consolidated Government and any other Person, nor any circumstances in connection with the execution, delivery, and performance by the Consolidated Government of its obligations under this Contract or the offer, issue, sale, or delivery by the Authority of the Series 2010 Bonds, is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Consolidated Government in connection with the execution, delivery, and performance of this Contract or the consummation of any transaction herein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect and except as are not presently obtainable. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government will be able to obtain all such additional consents, approvals, permissions, orders, licenses, or authorizations of governmental authorities as may be required on or prior to the date the Consolidated Government is legally required to obtain the same. (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default or that, with the lapse of time or with the giving of notice or both, would become an Event of Default. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in default or violation in any material respect under any organic document or other agreement or instrument to which it is a party or by which it may be bound. 10 (f) Compliance with Law. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in violation of any laws, ordinances, or governmental rules or regulations to which it or its properties are subject and has not failed to obtain any licenses, permits, franchises, or other governmental authorizations (which are presently obtainable) necessary to the ownership of its properties or to the conduct of its affairs, which violation or failure to obtain might materially and adversely affect the properties, activities, prospects, profits, and condition (financial or otherwise) of the Consolidated Government, and there have been no citations, notices, or orders of noncompliance issued to the Consolidated Government under any such law, ordinance, rule, or regulation. (g) Restrictions on the Consolidated Government. The Consolidated Government is not a party to or bound by any contract, instrument, or agreement, or subject to any other restriction, that materially and adversely affects its activities, properties, assets, operations, or condition (financial or otherwise). The Consolidated Government is not a party to any contract or agreement that restricts the right or ability of the Consolidated Government from entering into this Contract and performing its obligations hereunder. (h) Disclosure. The representations of the Consolidated Government contained in this Contract and any certificate, document, written statement, or other instrument furnished by or on behalf of the Consolidated Government to the Authority or the Purchaser of the Series 2010 Bonds in connection with the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact that the Consolidated Government has not disclosed to the Authority or the Purchaser of the Series 2010 Bonds in writing that materially and adversely affects or in the future may (so far as the Consolidated Government can now reasonably foresee) materially and adversely affect the acquisition, construction, and installation of the Project by the Consolidated Government, the properties, activities, prospects, operations, profits, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Government to perform its obligations under this Contract or any of the documents or transactions contemplated hereby or thereby or any other transactions contemplated by this Contract, which has not been set forth in the Official Statement relating to the Series 2010 Bonds or in the certificates, documents, and instruments furnished to the Purchaser of the Series 2010 Bonds by or on behalf of the Consolidated Government prior to the date of execution of this Contract in connection with the transactions contemplated hereby. (i) Consolidated Government's Tax Certificate. The representations and warranties of the Consolidated Government set forth in the Consolidated Government's Tax Certificate, dated the date of issuance and delivery of the Series 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. (j) Financial Statements. The balance sheet of the Consolidated Government as of December 31, 2009, and the statement of revenues, expenditures, and changes in fund balance and the statement of cash flow for the year ended December 31, 2009 (copies of which, audited by Cherry, Bekaert & Holland, L.L.P., independent certified public accountants, are included in the Official Statement relating to the Series 2010 Bonds) present fairly the financial position of the Consolidated Government as of December 31, 2009, and the results of its operations and its 11 cash flows for the year ended December 31, 2009, with such exceptions as may be disclosed in the audit report. Since December 31, 2009, there has been no material adverse change in the financial position or results of operations or cash flows of the Consolidated Government. (k) Other Contracts. The Consolidated Government represents that there is not presently in force and effect any other contract or agreement which obligates the Consolidated Government to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment, to provide revenues to fulfill the Consolidated Government's obligations under such contract or agreement, except for the Prior Contracts and the Contract. (1) Project Compliance. Except as otherwise disclosed in the Official Statement, the Solid Waste Facility complies and, after completion of the Project, will comply with all presently applicable building and zoning, health, environmental, and safety ordinances and laws and all other applicable laws, rules, and regulations of any and all governmental and quasi - governmental authorities having jurisdiction over any portion of the Project. (m) Requirements of Service Agreement. This Contract constitutes an Additional Contract and the Consolidated Government meets the requirements of Section 3.02(e) of the Service Agreement and the Sale Agreement permitting the Consolidated Government to enter into Additional Contracts. Section 2.3. Reliance by Bondholders. The Authority and the Consolidated Government acknowledge and agree that the representations and warranties made by the Authority and the Consolidated Government in this Contract are made for the benefit of the Bondholders and may be relied upon by the Bondholders. 12 ARTICLE III. ISSUANCE OF THE SERIES 2010 BONDS; ACQUISITION, CONSTRUCTION, AND EQUIPPING OF THE PROJECT Section 3.1. Agreement to Issue the Series 2010 Bonds; Application of Bond Proceeds. The Authority is expected to adopt the Bond Resolution authorizing the issuance of the Series 2010 Bonds and agrees that it will proceed with the issuance thereof. The proceeds from the sale of the Series 2010 Bonds shall be applied as provided in the Bond Resolution, and the Consolidated Government, through the execution of this Contract, hereby approves the issuance of the Series 2010 Bonds. The Authority shall provide the Consolidated Government a certified copy of the Bond Resolution, which resolution in the proposed form to be approved by the Authority is hereby approved and incorporated by reference. Section 3.2. Agreement to Acquire, Construct and Equip the Project. (a) The Authority will cause the Project to be acquired, constructed, equipped and installed. The Authority hereby appoints the Consolidated Government as its sole and exclusive agent to proceed with the acquiring, constructing, equipping and installing of the Project. The Consolidated Government hereby agrees that it will proceed with acquiring, constructing and installing the Project. The Consolidated Government shall obtain or cause to be obtained all necessary approvals from any and all governmental agencies requisite to undertaking the acquisition, construction and equipping of the Project. The Project shall be acquired, constructed and installed in compliance with all federal, state and local laws, ordinances and regulations applicable thereto. The Consolidated Government will take or cause to be taken such action and institute or cause to be instituted such proceedings as it shall deem appropriate to cause and require all contractors and suppliers of materials to complete their contracts, including the correcting of any defective work, and the Authority agrees that the Consolidated Government, from time to time, in its own name or in the name of the Authority, may take or cause to be taken such action as may be necessary or advisable, as determined by the Consolidated Government, to assure that the construction and the installation of the Project will proceed in an efficient and workmanlike manner. Any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing shall (i) if the Consolidated Government has corrected at its own expense the matter which gave rise to such default or breach, be paid to the Consolidated Government or (ii) if the Consolidated Government has not corrected at its own expense the matter which gave rise to such default or breach, be paid into the Construction Fund created under the Bond Resolution. (b) The Consolidated Government will do all things, and take all reasonable and prudent measures, necessary to continue construction with due diligence and to expend the moneys credited to the Construction Fund as expeditiously as possible in order to assure the completion of the Project, on the earliest practicable date, and will indemnify itself against the usual hazards incident to the construction of the Project, and without in any way limiting the generality of the above, agrees to: (i) require each construction contractor to furnish a bond, or bonds, of such type and in amounts adequate to assure the faithful performance of their contracts 13 and the payment of all bills and claims for labor and material arising by virtue of such contract; and (ii) require each construction contractor or the subcontractor to maintain at all times until the completion and acceptance of the undertaking adequate compensation insurance for all of their employees and adequate public liability and property damage insurance for the full and complete protection of the Authority and the Consolidated Government from any and all claims of every kind and character which may arise by virtue of the operations under their contracts, whether such operations be by themselves or by anyone directly or indirectly for them, or under their control. (c) The moneys credited to the Construction Fund from the sale of the Series 2010 Bonds shall be used and applied for the purpose of paying the cost of the Project described in the Project Report as provided in the Bond Resolution. Section 3.3. Establishment of Completion Date. The Completion Date shall be evidenced to the Construction Fund Custodian by a certificate signed by a duly authorized representative of the Consolidated Government stating that, except for amounts retained by the Construction Fund Custodian at the Consolidated Government's direction to pay any cost of the Project not then due and payable, (a) the Project has been completed and all costs of labor, services, materials and supplies have been paid, and (b) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paid (the `Completion Certificate "). Notwithstanding the foregoing, the Completion Certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of the Completion Certificate or which may subsequently come into being. Upon receipt of the Completion Certificate, the Construction Fund Custodian shall retain in the Construction Fund a sum equal to the amounts necessary for payment of the costs of the Project not then due and payable according to the Completion Certificate. If any such amounts so retained are not subsequently used, prior to any transfer of such amounts to the Sinking Fund, the Construction Fund Custodian shall give notice to the Authority and the Consolidated Government of the failure to apply such funds for payment of the costs of the Project. Any amount not to be retained in the Construction Fund for payment of the costs of the Project, and all amounts so retained but not subsequently used, shall be applied in accordance with Section 502 of the Bond Resolution. Section 3.4. In Event Construction Fund Insufficient. The Authority does not make any warranty, either express or implied, that the moneys which will be paid into the Construction Fund will be sufficient to pay all the costs of the Project. The Consolidated Government and the Authority agree that, if after exhaustion of the moneys in the Construction Fund the Consolidated Government should pay any additional costs of the Project, neither the Consolidated Government nor the Authority shall be entitled to any diminution in or postponement or abatement of the amount of the Contract Payments and other amounts payable under Article IV hereof. 14 Section 3.5. Title to the Project. The Project shall be constructed on land owned by the Consolidated Government and title to the Project shall be in the Consolidated Government. Section 3.6. Application of Moneys in the Construction Fund. As provided in Section 503 of the Bond Resolution and hereinbelow, the Consolidated Government covenants to submit requisitions to the Construction Fund Custodian for the use of the moneys in the Construction Fund for the following purposes (but for no other purposes): (a) payment of (i) the cost of the preparation of plans and specifications (including any preliminary study or planning of the Project or any aspect thereof), (ii) the cost of acquisition, construction, equipping and installation of the Project and all construction, acquisition, equipping and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in connection with the Project (including development, architectural, engineering, and supervisory services with respect to any of the foregoing), and (iii) any other costs and expenses relating to the Project; (b) payment of the purchase price of any component of the Project, including all costs incident thereto, payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the Project, including all costs incident thereto, payment for the cost of the construction, acquisition, installation, equipping of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the Project, payment of consulting and development fees, and payment for the miscellaneous expenses incidental to any of the foregoing items including the premium on any surety bond; (c) payment of the costs of issuing the Series 2010 Bonds; (d) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor or their surety in respect of any default under a contract relating to the Project; (e) payment of the fees or out -of- pocket expenses of the Consolidated Government or the Authority, if any, relating to the Project, including, but not limited to, architectural, engineering, and supervisory services with respect to the Project; (0 payment of the fees, or out -of- pocket expenses, if any, of those providing services with respect to the Project, including, but not limited to, architectural, engineering, legal, accounting, and supervisory services; (g) payment to the Consolidated Government or the Authority of such amounts, if any, as shall be necessary to reimburse the Consolidated Government or the Authority in full for all advances and payments made by either of them for any of the items set forth in clauses (a) through (e) above; 15 (h) payment of any other costs and expenses (including administrative fees and expenses of the Authority) relating to the Project permitted to be paid by the Authority under the Act; and (i) all proceeds of the Series 2010 Bonds remaining in the Construction Fund after the Completion Date, less amounts retained or set aside to meet costs not then due and payable or which are being contested, shall be deposited in the Sinking Fund. Section 3.7. Disbursements from the Construction Fund. All disbursements from the Construction Fund shall be made upon draft, signed by the Authorized Consolidated Government Representative and Authorized Authority Representative following the submission of a requisition in substantially the form of Exhibit "C" attached to the Bond Resolution. Section 3.8. Authorized Consolidated Government and Authority Representatives. The Consolidated Government and the Authority, respectively, shall designate, in the manner prescribed in Section 1.1 hereof, the Authorized Consolidated Government Representative and the Authorized Authority Representative. In the event that any person so designated and his alternate or alternates, if any, should become unavailable or unable to take any action or make any certificate provided for or required in this Contract, a successor shall be appointed in the same manner. 16 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS Section 4.1. Effective Date of this Contract; Duration of Term. This Contract shall become effective upon its delivery and shall be in full force and effect until October 1, 2030, subject to the provisions of this Contract permitting earlier termination (including particularly Article VII hereof), or if all of the Series 2010 Bonds have not been paid or retired (or provision has not been made as provided in the Bond Resolution), until the date as such payment or provisions shall have been made; provided however, that the covenants and the obligations expressed herein to so survive shall survive the termination of this Contract, but in no event shall the term of this Contract exceed 50 years. Section 4.2. Contract Payments and Additional Payments. (a) The Consolidated Government agrees to pay to the Authority on or before each April 1 and October 1, commencing April 1, 2011, until the principal of, premium, if any, and interest on the Series 2010 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Bond Resolution, in immediately available funds, a sum which, together with other moneys available therefor in the Sinking Fund, will enable the Sinking Fund Custodian to pay to the Paying Agent the amount payable on such date as principal of (whether at maturity, by mandatory redemption or otherwise), and interest on the Series 2010 Bonds as provided in the Bond Resolution. Any payment shall be reduced and need not be made to the extent that there are monies on deposit in the Sinking Fund in excess of the amount required for the payment of Series 2010 Bonds theretofore matured or called for redemption, the amount required for the payment of interest for which checks or drafts have been mailed by or on behalf of the Authority, and past due interest in all cases where Series 2010 Bonds have not been presented for payment. Further, if the amount held by the Sinking Fund Custodian in the Sinking Fund should be sufficient to pay at the times required the principal of, premium, if any, and interest on the Series 2010 Bonds then remaining unpaid, the Consolidated Government shall not be obligated to make any further payments under the provisions of this Section. There shall also be a credit against remaining payments for Series 2010 Bonds purchased, redeemed, or cancelled, as provided in Article III of the Bond Resolution. Any payment not received by the Sinking Fund Custodian when due shall continue as an obligation of the Consolidated Government until paid and shall bear interest at the rate of interest on the Series 2010 Bonds to which such payment relates. (b) In addition to the foregoing Contract Payments, the Consolidated Government will also pay the reasonable fees and expenses of all custodians and depositories, the Paying Agent and Bond Registrar and of their successors and assigns as provided by Section 702 of the Bond Resolution, such reasonable fees and expenses to be paid directly to the party to whom the payment is due when such reasonable fees and expenses become due and payable. 17 (c) The Consolidated Government will also pay all costs of operating and maintaining the Project and any taxes or governmental charges of any kind whatsoever that may levied against the Project. The Consolidated Government acknowledges that the Authority is not obligated to pay any obligations with respect to the Project and that the Consolidated Government shall pay the same. (d) The Consolidated Government will also pay any costs payable for transfers and exchanges of the Series 2010 Bonds and the expenses for printing any temporary Series 2010 Bonds. (e) In the event the Consolidated Government should fail to make any of the payments required in this Section 4.2, the item or installment so in Default shall continue as an obligation of the Consolidated Government until the amount in Default shall have been fully paid, and the Consolidated Government agrees to pay the same with interest thereon at the rate borne by the Series 2010 Bonds, to the extent permitted by law, from the date thereof. Section 4.3. Obligations of the Consolidated Government Hereunder Unconditional. (a) The obligations of the Consolidated Government to make the payments required in Section 4.2 and other sections hereof and to perform and observe the other agreements contained herein shall be a general obligation of the Consolidated Government and absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment it may have against the Authority. Until such time as the principal of and interest on the Series 2010 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Bond Resolution, the Consolidated Government (i) will not suspend, abate, reduce, abrogate, diminish, postpone, modify or discontinue any payments provided for in Section 4.2 hereof, (ii) fail to observe any of its other agreements contained in this Contract, or (iii) will not terminate the Contract for any cause, including, without limiting the generality of the foregoing, failure of the Consolidated Government's title in and to the Project or any part thereof, failure to complete the Project, any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or the use of all or any part of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either, any declaration or finding that any of the Series 2010 Bonds are unenforceable or invalid, the invalidity of any provision of this Contract or any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Contract or the Bond Resolution. (b) Nothing contained in this Section shall be construed to release the Authority from the performance of any of the agreements on its part herein contained, and in the event the Authority should fail to perform any such agreement on its part, the Consolidated Government may institute such action against the Authority as the Consolidated Government may deem necessary to compel performance so long as such action does not abrogate the obligations of the Consolidated Government hereunder. The Authority hereby agrees that it shall not take or omit to take any action that would cause this Contract to be terminated. The Consolidated 18 Government may, however, at its own cost and expense and in its own name or in the name of the Authority, prosecute or defend any action or proceeding or take any other action involving third persons that the Consolidated Government deems reasonably necessary in order to secure or protect its rights hereunder, and in such event the Authority hereby agrees to cooperate fully with the Consolidated Government and to take all action necessary to effect the substitution of the Consolidated Government for the Authority in any such action or proceeding if the Consolidated Government shall so request. Section 4.4. Security for Contract Payments. (a) As security for the payments required to be made and the obligations required to be performed by the Consolidated Government under this Contract, the Consolidated Government hereby pledges to the Authority its full faith and credit and taxing power for such payment and performance. The Consolidated Government covenants that, in order to make any payments when due from its general funds to the extent required hereunder, it will exercise its power of taxation to the extent necessary to pay the amounts required to be paid under this Contract, including, but not limited to the amounts set forth in Section 4.2 hereof, and it will make available and use for the payment of its obligations incurred hereunder all such taxes levied and collected for that purpose together with funds received from any other sources. The Consolidated Government further covenants and agrees that in order to make such funds available for such purpose in each Fiscal Year, it will, in its revenue, appropriation, and budgetary measures whereby its tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient (within the millage limitation prescribed by law) to satisfy any such payments that may be required to be made under this Contract, whether or not any other sums are included in such measure, until all payments required to be made under this Contract shall have been made in full. The obligation of the Consolidated Government to make the Contract Payments constitutes a general obligation of the Consolidated Government and a pledge of the full faith and credit and taxing powers of the Consolidated Government to provide the funds required to fulfill any such obligation. In the event for any reason any such provision or appropriation is not made as provided in this Section 4.4, then the fiscal officers of the Consolidated Government are hereby authorized and directed to set up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations that may be due from the general funds of the Consolidated Government. The amount of such appropriation shall be due and payable and shall be expended for the purpose of paying any such obligations, and such appropriation shall have the same legal status as if the Consolidated Government had included the amount of the appropriation in its general revenue, appropriation, and budgetary measures, and the fiscal officers of the Consolidated Government shall make such payments to the Authority if for any reason the payment of such obligations shall not otherwise have been made. (b) The Consolidated Government covenants and agrees that it shall, to the extent necessary, levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that will be sufficient to fulfill the Consolidated Government's obligations under this Contract, from which revenues the Consolidated 19 Government agrees to appropriate sums sufficient to pay in full when due all of the Consolidated Government's obligations under this Contract. The Consolidated Government hereby grants a lien in favor of the Authority on any and all revenues realized by the Consolidated Government from such tax, to make the payments that are required under this Contract, which lien (i) is granted pursuant to Section 3.02(e) of the Service Agreement and the Sale Agreement, (ii) shall rank on a parity with the lien created and granted with respect to the Service Agreement and the Sale Agreement and which covers the other Prior Contracts and (iii) is superior to any that can be created, except that the lien covers the other Prior Contracts and can be extended to cover Additional Contracts, as set forth in Section 3.02(e) of the Sale Agreement and the Service Agreement and Section 4.4(e) hereof. Nothing herein contained, however, shall be construed as limiting the right of the Consolidated Government to make the payments called for by this Contract out of any funds lawfully available to it for such purpose, from whatever source derived (including general funds). (c) The Consolidated Government's obligation to levy an annual ad valorem tax within the mill limit prescribed by the Constitutional Amendment, or such greater millage hereafter authorized by law, for the purpose of providing funds to meet the Consolidated Government's payment obligations under this Contract shall not be junior and subordinate, but shall be superior or equal to the Consolidated Government's obligation to levy an annual ad valorem tax at such rate or rates within such mill limit or such greater millage as now or hereinafter prescribed by law pursuant to the provisions of the Prior Contracts and any Additional Contract. It is expressly provided, however, that the Consolidated Government shall not be required to levy a tax in any year at a rate or rates exceeding in the aggregate the maximum millage prescribed by the Constitutional Amendment for such year, or any greater millage hereafter prescribed by law, in order to meet its obligations under the Prior Contracts, this Contract and any Additional Contracts (collectively, the "Consolidated Government Contracts "). (d) So long as the Coliseum Bonds and the Series 2010 Bonds are unpaid, the Consolidated Government shall not: (1) enter into an Additional Contract that creates a lien on the revenues to be derived from the tax to be levied hereunder by the Consolidated Government to fulfill its obligations hereunder, which is superior to the lien created hereunder, (2) enter into any other contract or agreement creating a lien on such tax revenues for any purpose other than debt service payments (including creation and maintenance of reasonable reserves therefor) superior to or on a parity with the lien created thereon to fulfill the obligations of the Consolidated Government hereunder, and (3) enter into any Additional Contract that provides for payment to be made by the Consolidated Government from monies derived from the levy of a tax within the maximum millage now or hereafter authorized by law if each annual payment of all amounts payable with respect to debt service or which are otherwise fixed in amount or currently budgeted in amount under all Consolidated Government Contracts then in existence, together with each annual payment to be made under the proposed Additional Contract, in each future Fiscal Year, would exceed the amount then capable of being 20 produced by a levy of a tax within the maximum millage now or hereafter authorized by law on the taxable value of property located within the territorial limits of the Consolidated Government subject to taxation for such purposes, as shown by the latest tax digest available immediately preceding the execution of any such Additional Contract. (e) It is further expressly provided that so long as the Coliseum Bonds and the Series 2010 Bonds are unpaid, the Consolidated Government shall not hereafter enter into any Additional Contract for the purpose of debt service payments (including creation and maintenance of reserves therefor), unless the amount then capable of being produced by the levy of an ad valorem tax within the maximum millage then prescribed by the Constitutional Amendment or any successor provision on all taxable property within the territorial limits of the Consolidated Government, as shown by the latest tax digest available immediately preceding the execution of such Additional Contract, is equal to the maximum combined amount payable in any future Fiscal Year with respect to debt service under all existing Consolidated Government Contracts and any such Additional Contract. Debt service for purposes of this paragraph (e) shall mean required payments of principal, including principal to be paid through mandatory redemption, interest, and amounts required to be paid for creation and maintenance of reasonable debt service reserves and to establish and maintain mandatory investment programs, less principal and interest received or to be received from investment of any of the foregoing amounts (except funds on hand or to be on hand in any debt service reserve) required to be applied to debt service in each Fiscal Year. So long as the Coliseum Bonds are outstanding, the Consolidated Government shall furnish the Authority, not less than five (5) nor more than sixty (60) days prior to the date of execution and delivery of any such Additional Contract, a report of an independent certified public accountant to the effect that, based upon an affidavit of the Tax Commissioner of Richmond County as to the taxable value of property located within the territorial limits of the Consolidated Government, the requirements of this paragraph (e) have been met. Section 4.5. Security for Series 2010 Bonds. As security for the payment of the Series 2010 Bonds, the Authority has adopted the Bond Resolution. The Consolidated Government hereby assents to the assignment and pledge made in the Bond Resolution and hereby agrees that its obligations to make all payments under this Contract shall be absolute and shall not be subject to any defense, except payment, or to any right of setoff, counterclaim, or recoupment arising out of any breach by the Authority of any obligation to the Consolidated Government, whether hereunder or otherwise, or arising out of any indebtedness or liability at any time owing to the Consolidated Government by the Authority. The Consolidated Government further agrees that all payments required to be made under this Contract, except for those arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of the Authority for deposit in the Sinking Fund. The Bondholders shall have all rights and remedies herein accorded to the Authority (except for Unassigned Rights), and any reference herein to the Authority shall be deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are deemed to be and are third party beneficiaries of the representations, covenants, and agreements of the Consolidated Government herein contained. 21 ARTICLE V. DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 5.1. Damage, Destruction and Condemnation. If prior to full payment of the Series 2010 Bonds (or provisions for payment thereof in accordance with the provisions of the Bond Resolution) (i) the Project or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or is unavailable for any reason whatsoever or (ii) title to or any interest in, or the temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain, the Consolidated Government shall be obligated to continue to pay the amounts specified in Section 4.2 hereof. Section 5.2. Application of Net Proceeds. The Authority and the Consolidated Government will cause the Net Proceeds of any insurance proceeds or condemnation award resulting from any events described in Section 5.1 hereof to be paid to the Consolidated Government and such Net Proceeds shall be applied in the manner as follows: (a) promptly to repair, rebuild, or replace the property damaged or taken; or (b) to redeem the Series 2010 Bonds in accordance with the Bond Resolution. Any application of Net Proceeds under Paragraphs (a) or (b) above shall not affect the Consolidated Government's obligation under Section 4.2 hereof. Notwithstanding the foregoing, the Consolidated Government shall not apply the Net Proceeds under paragraphs (a) or (b) above until it delivers an opinion of recognized bond counsel to the Authority to the effect that such application is permitted under the laws of the State and will not cause the interest on the Series 2010 Bonds to be included in the gross income of the owners thereof. Section 5.3. Cooperation of the Authority. The Authority shall cooperate fully with the Consolidated Government, at the expense of the Consolidated Government, in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 5.1 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Project or any part thereof or any property of the Consolidated Government in connection with which the Project is used and will, to the extent it may lawfully do so, permit the Consolidated Government to litigate in any proceeding resulting therefrom in the name and on behalf of the Authority. In no event will the Authority voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim with respect to the Project or any part thereof without the written consent of the Consolidated Government. 22 ARTICLE VI. SPECIAL COVENANTS Section 6.1. No Warranty of Condition or Suitability by Authority. The Authority makes no warranty, either express or implied, as to the habitability, merchantability, condition or workmanship of any part of the Project, or that the Project will be suitable for the purposes or needs of the Consolidated Government. Section 6.2. Access to the Project. The Consolidated Government agrees that the Authority and its duly authorized agents shall have such rights of access to the Project as may be reasonably necessary to ensure that the Consolidated Government is performing its obligations hereunder. Section 6.3. Further Assurances and Corrective Instruments. The Authority and the Consolidated Government agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Contract. Section 6.4. Authority and Consolidated Government Representatives. Whenever under the provisions of this Contract the approval of the Authority or the Consolidated Government is required or the Authority or the Consolidated Government is required to take some action at the request of the other, such approval or such request shall be given for the Authority by its Authorized Authority Representative and for the Consolidated Government by its Authorized Consolidated Government Representative. Section 6.5. Provisions Respecting Insurance. The Consolidated Government agrees to cause to be maintained all necessary insurance with respect to the Project in accordance with its customary insurance practices. Section 6.6. Investment of Funds and Accounts. Subject to Section 701 of the Bond Resolution and Section 6.7 hereof, any moneys held as a part of the Sinking Fund, the Construction Fund, or any other special trust account shall be invested or reinvested by the Sinking Fund Custodian or the Construction Fund Custodian, as the case may be, at the written direction of the Authorized Consolidated Government Representative in such Permitted Investments as may be designated by the Consolidated Government. The Sinking Fund Custodian or the Construction Fund Custodian, as the case may be, may make any and all such investments through its own bond or investment department or through its broker - dealer affiliate. 23 The investments so purchased shall be held by the Sinking Fund Custodian or the Construction Fund Custodian, as the case may be, and shall be deemed at all times a part of the Sinking Fund, the Construction Fund, or the trust account described in the preceding paragraph, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, and any losses resulting from such investments shall be charged to such fund or account therein and paid by the Consolidated Government. Section 6.7. Special Investment Covenants. The Authority and the Consolidated Government each covenant that it will not directly or indirectly use or permit the use of any proceeds (as defined in the Regulations) of any Series 2010 Bonds or any other funds of the Authority or the Consolidated Government, or take or omit to take any action, or direct the Construction Fund Custodian or the Sinking Fund Custodian to invest any funds held by it, in such manner as will, or allow any "related party" (as defined in Section 1.150 -1(b) of the Regulations) to enter into any arrangement, formal or informal, as will, cause any Series 2010 Bonds to be "federally guaranteed," as such term is used and defined in Section 149(b) of the Code, or to be "arbitrage bonds" within the meaning of Section 148 of the Code, and any Regulations proposed or adopted in connection therewith. To that end, the Authority and the Consolidated Government shall comply with all requirements of Section 149(b) and Section 148 of the Code to the extent applicable to any the Series 2010 Bonds. In the event that at any time the Authority or the Consolidated Government is of the opinion that for purposes of this Section 6.7 it is necessary to dispose of any investment or to restrict or limit the yield on any investment held under the Bond Resolution or otherwise, the Authority or the Consolidated Government, as the case may be, shall so instruct the Construction Fund Custodian or the Sinking Fund Custodian in writing. Section 6.8. Calculation and Payment of Rebate Amount. The Consolidated Government agrees to appoint and pay a Rebate Calculator to calculate and determine the Rebate Amount, if any, as required by Section 148(0 of the Code and any Regulations proposed or promulgated in connection therewith. All calculations and determinations made by a Rebate Calculator shall be accompanied by the opinion of a Rebate Calculator that such calculations and determinations have been made in accordance with the requirements of Section 148(0 of the Code. The Consolidated Government agrees to pay to the United States Treasury for and on behalf of the Authority the amount determined by the Rebate Calculator to be due to the United States Treasury before the due date specified by the Rebate Calculator. The obligations created by this Section 6.8 shall survive the termination of this Contract. The Authority hereby delegates to the Consolidated Government the authority and responsibility for compliance with Section 148(0 of the Code. Section 6.9. Consolidated Government's Obligations in the Bond Resolution. The Consolidated Government agrees to perform all of its obligations (and those applicable to it as the Authority's agent) under, and to comply with all of the terms of, the Bond Resolution. 24 Section 6.10. Operation and Maintenance of the Project; Modification of Project. (a) The Consolidated Government agrees that, at all times during the Term (i) the Consolidated Government will cause the Project to be operated and maintained in good repair and in accordance herewith and (ii) the Consolidated Government will be responsible for maintaining and operating the Project. Without limiting the foregoing, the Consolidated Government agrees that it will maintain the Project in an efficient and economical manner, that it will at all times maintain the Project in good repair and in sound operating condition, that it will make all necessary repairs and replacements to the Project, and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Project and its operation thereof. (b) The Consolidated Government may, from time to time, in its sole discretion and at its own expense, make any additions, modifications or improvements to the Project, which it may deem desirable for its business purposes; provided that all such additions, modifications and improvements do not adversely affect the structural integrity of the Project. Section 6.11. Books and Records. The Consolidated Government agrees that it will keep accurate records and accounts of all items relating to the Project. Such records and accounts shall be open to the inspection of the Authority at reasonable times and upon reasonable request. Section 6.12. Release and Indemnification Covenants. (a) To the extent permitted by law, Consolidated Government hereby agrees to release the Authority from and to indemnify the Authority for any and all liabilities and claims against the Authority arising from the conduct or management of the Project, or from any work or thing done on or with respect to the Project, or the financing or refinancing of the Project, including without limitation, (i) any condition of the Project, (ii) any breach or Default on the part of the Consolidated Government in the performance of any of its obligations under this Contract, (iii) any act or negligence of the Consolidated Government or of any of its agents, contractors, servants, employees or licensees, or (iv) any act or negligence of any assignee or sublessee of the Consolidated Government, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Consolidated Government or (v) any material statement or omission by the Consolidated Government in connection with the sale of the Series 2010 Bonds. Upon notice from the Authority, the Consolidated Government shall defend the Authority in any such action or proceeding. In addition, to the extent permitted by law, the Consolidated Government agrees to release the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent, and the Bond Registrar and shall indemnify and hold them harmless against any loss, liability or other expense incurred without gross negligence or bad faith on the part of the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent, or the Bond Registrar arising out of or in connection with the acceptance or administration of the duties of the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent, or the Bond Registrar under the Bond Resolution, including the costs and expenses of defending against any such claim or liability. 25 (b) Any one or more of the parties indemnified in this Section 6.12 shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such parties unless the employment of such counsel has been specifically authorized by the Consolidated Government. (c) Notwithstanding the foregoing provisions of this Section 6.12, the Consolidated Government shall not indemnify the Authority, the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent or the Bond Registrar for any claim or loss arising as a result of the gross negligence or willful misconduct of the Authority, the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent, or the Bond Registrar, or for any claim that the Consolidated Government is prohibited by law from providing indemnification to such party. (d) For purposes of this Section 6.12, all references to the Authority, the Construction Fund Custodian, the Sinking Fund Custodian, the Paying Agent, and the Bond Registrar shall include its present and future directors, officers, members, agent and employees. (e) The provisions of this Section 6.12 shall survive the termination of this Contract. Section 6.13. Continuing Disclosure. The Consolidated Government hereby covenants and agrees that it will comply and carry out all of the provisions of the Series 2010 Disclosure Certificate. Notwithstanding any provision of this Contract, failure of the Consolidated Government to comply with the Series 2010 Disclosure Certificate shall not be considered an Event of Default; however, any beneficial owner of the Series 2010 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Consolidated Government to comply with its obligations under this Section 6.13. Section 6.14. Tax Status of Series 2010 Bonds. The Consolidated Government recognizes that the purchasers and owners of the Series 2010 Bonds will have accepted the Series 2010 Bonds on, and paid an amount therefor reflecting, the understanding that interest on the Series 2010 Bonds is excluded from the gross income of the owners for federal income tax purposes under laws in force at the time the Series 2010 Bonds shall have been delivered. The Consolidated Government covenants that it will not take or omit to take any action nor permit any action to be taken or omitted that would cause the interest on any Series 2010 Bonds to become includable in the gross income of any owner thereof. The Consolidated Government further covenants and agrees that it shall comply with the representations and certifications it made in its Consolidated Government's Tax Certificate dated the date of issuance of the Series 2010 Bonds and that it shall take no action nor omit to take any action that would cause such representations and certifications to be untrue. The Consolidated Government agrees to furnish the Authority any items (including, without limitation, certificates of the Consolidated Government and opinions of Bond Counsel) reasonably requested by it to evidence compliance with the covenants contained in this Section 6.14. 26 ARTICLE VII. ASSIGNMENT; PREPAYMENTS Section 7.1. No Assignment by Consolidated Government. This Contract may not be sold, assigned, delegated, or encumbered by the Consolidated Government. Section 7.2. Redemption of Series 2010 Bonds. The Authority, at the written request of the Consolidated Government at any time and if the Series 2010 Bonds are then callable or available for purchase, and if there are funds available therefor, shall forthwith take all steps that may be necessary under the applicable redemption or purchase provisions of the Bond Resolution to effect redemption or purchase of all or part of the then outstanding Series 2010 Bonds, as may be specified by the Consolidated Government, on the earliest date on which such redemption or purchase may be made under such applicable provisions. Section 7.3. Prepayment of Amounts Due Hereunder. There is expressly reserved to the Consolidated Government the right, and the Consolidated Government is authorized and permitted, at any time it may choose, to prepay all or any part of the amounts payable under Section 4.2(a) hereof, and the Authority agrees that the Sinking Fund Custodian may accept such prepayments when the same are tendered by the Consolidated Government. All payments so prepaid shall at the written direction of the Consolidated Government be credited toward the payments specified in Section 4.2(a) hereof, in the order of their due dates, or applied to the retirement of Series 2010 Bonds prior to maturity (either by redemption or purchase) in accordance with the Bond Resolution. The Consolidated Government shall also have the right to surrender Series 2010 Bonds acquired by it in any manner whatsoever to the Authority for cancellation, and such Series 2010 Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired and shall be allocated as credits to payments as provided in the Bond Resolution. Section 7.4. Option to Prepay Amounts Due Hereunder and Redeem the Series 2010 Bonds. The Consolidated Government shall also have the option to prepay the amounts required to be paid under Section 4.2(a) hereof related to the Series 2010 Bonds and other amounts payable under this Contract in such manner and amounts as will enable the Authority to redeem the Series 2010 Bonds prior to maturity on or after April 1, 2021, in whole or in part on any date, as provided in Section 301 of the Bond Resolution. Series 2010 Bonds redeemed pursuant to this Section shall be redeemed in accordance with the procedures set forth in Article III of the Bond Resolution. The aggregate amount payable by the Consolidated Government in the event of its exercise of the option granted under this Section shall be (i), in the case of partial redemption, the amount necessary to pay principal, all interest to accrue to the redemption date, the applicable redemption premium, as provided in Section 301 of the Bond Resolution, and any redemption expense, and (ii) in the case of a total redemption, the amounts set forth in Article X 27 of the Bond Resolution and the applicable redemption premium, as provided in Section 301 of the Bond Resolution. 28 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES Section 8.1. Events of Default Defined. The following shall be "Events of Default" under this Contract and the terms "Event of Default" and "Default" shall mean, whenever they are used in this Contract, any one or more of the following events: (a) Failure by the Consolidated Government to make the payments required to be paid under Section 4.2(a) hereof at the times specified therein. (b) Failure by the Consolidated Government or the Authority to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) of this Section 8.1, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to the defaulting party by the nondefaulting party, unless the nondefaulting party shall agree in writing to an extension of such time prior to its expiration. In the case of any such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within a period of time not materially detrimental to the rights of the Authority and the Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event of Default if corrective action is instituted by the Consolidated Government within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any directions or limitations of time established in writing by the Bondholders. (c) The occurrence of an Event of Default under the Bond Resolution. (d) The Consolidated Government shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its property, (ii) enter into an agreement of composition with its creditors, (iii) admit in writing its inability to pay its debts as such debts become due, (iv) make a general assignment for the benefit of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect), (vi) file a petition or answer seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take any action for the purpose of effecting any of the foregoing. (e) A proceeding or case shall be commenced, without the application of the Consolidated Government, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding -up, or composition or adjustment of debts of the Consolidated Government, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Consolidated Government or of all or any substantial part of the assets of it, or (iii) similar relief in respect of the Consolidated Government under any law relating to bankruptcy, insolvency, reorganization, winding -up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment, or decree approving 29 or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for a period of sixty (60) days, whether consecutive or not. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in Section 8.1 hereof shall have happened and be continuing, the Authority, in its discretion, may exercise any one or more of the following remedies: (a) The Authority may have access to and inspect, examine, and make copies of the books and records and any and all accounts and similar data of the Consolidated Government. (b) The Authority may from time to time take whatever action at law or in equity or under the terms of this Contract may appear necessary or desirable to collect the amounts payable by the Consolidated Government hereunder then due or thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant of the Consolidated Government under this Contract. No action taken pursuant to this Section 8.2 shall relieve the Consolidated Government from its obligations pursuant to Section 4.2 hereof, all of which shall survive any such action, and the Authority may take whatever action at law or in equity as may appear necessary and desirable to collect the amounts then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement, or covenant of the Consolidated Government hereunder. Any amounts collected pursuant to action taken under this Section 8.2 shall be paid into the Sinking Fund and applied in accordance with the provisions of the Bond Resolution. Section 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Such rights and remedies as are given to the Authority hereunder shall also extend to Bondholders, and the Bondholders shall be deemed to be third -party beneficiaries of all covenants and agreements herein contained. Section 8.4. Agreement to Pay Fees and Expenses. In the event the Consolidated Government should default under any of the provisions of this Contract and the Authority should employ attorneys, accountants or other experts or incur other expenses for the collection of payments or the enforcement of performance or observance of any obligation or agreement on the part of the Consolidated Government herein contained, the 30 Consolidated Government agrees that it will on demand therefor pay to the Authority or to the Bondholders for the account of the Authority the reasonable fees of such attorneys, accountants, experts and such other expenses and such other reasonable expenses so incurred by the Authority. Section 8.5. No Additional Waiver Implied by One Waiver. The Authority may waive any Event of Default hereunder and its consequences. In case of any such waiver, or in case any proceeding taken by the Authority or the Bondholders on account of any such Event of Default shall be discontinued or abandoned or determined adversely to the Authority or the Bondholders, then and in every such case the Authority and the Consolidated Government shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon. 31 ARTICLE IX. MISCELLANEOUS Section 9.1. Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other party: If to the Authority: Solid Waste Management Authority of Augusta Attn: Chairperson Municipal Building 530 Greene Street Augusta, GA 30911 With a copy to the Consolidated Government. If to the Consolidated Government: Augusta, Georgia Attn: Administrator 530 Greene Street, Room 801 Augusta, GA 30901 Notices under this Section 9.1 shall be deemed given only when actually received. Section 9.2. Binding Effect. This Contract constitutes the entire agreement of the parties concerning the subject matter hereof and superseded any prior agreement with respect thereto. This Contract shall inure to the benefit of and shall be binding upon the Authority, the Consolidated Government, the owners of the Series 2010 Bonds and their respective successors and assigns, subject, however, to the limitations contained in Section 7.1. Section 9.3. Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 32 Section 9.4. Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Sinking Fund, the Construction Fund or other funds provided for herein upon expiration or earlier termination of the Contract, as provided in this Contract, after payment in full of the Series 2010 Bonds (or provision for payment thereof having been made in accordance with the provisions of the Bond Resolution) and all other amounts owing hereunder, shall belong to and be paid to the Consolidated Government by the Authority as an overpayment of amounts due hereunder. Section 9.5. Amendments, Changes and Modifications; Assignment. This Contract may not be effectively amended, changed, modified, altered or terminated except as provided in the Bond Resolution. Section 9.6. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.7. Applicable Law. This Contract is prepared and entered into with the intention that the laws of the State of Georgia, exclusive of such State's rules governing choice of law, shall govern its construction. 33 IN WITNESS WHEREOF, the Authority has caused this Contract to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officials. The Consolidated Government has caused this Contract to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officials all of the above occurred as of the date first above written. SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA (SEAL) By: Chairperson Attest: By: Secretary (Intergovernmental Contract) AUGUSTA, GEORGIA (SEAL) By: Mayor Attest: By: Clerk (Intergovernmental Contract) EXHIBIT C FORM OF REQUISITION The Bank of New York Mellon Trust Company, N.A. Atlanta, Georgia Re: Direction to Make Disbursement from the Construction Fund for the Solid Waste Management Authority of Augusta Revenue Bonds, Series 2010 To the Addressee: Pursuant to the resolution of the Solid Waste Management Authority of Augusta (the "Authority ") adopted on December , 2010 (the "Resolution "), you are hereby directed to disburse from the Construction Fund (as defined in the Resolution) the amount set forth below in accordance with the instructions set forth below: 1. This requisition should be paid from the Construction Fund. 2. This is requisition number from the Construction Fund. 3. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 4. The amount to be disbursed is $ 5. The purpose of the payment is as follows: 6. In connection herewith, the undersigned hereby certifies as follows: a. That an obligation in the stated amount has been incurred, that the same is a proper charge against the Construction Fund and has not been paid, and that the bill or statement of account for such obligation is attached hereto; b. That no notice of any vendors, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or any security interest, which should be satisfied or discharged before such payment is made; C -1 c. That this requisition contains no item representing payment on account or any retained percentages which the Consolidated Government or the Authority is, at the date of such certificate, entitled to retain; and d. That insofar as such obligation was incurred for work, materials, supplies or equipment in connection with the undertaking, such work was actually performed, or such materials, supplies or equipment were actually installed in or about the construction or delivered at the site of the work for that purpose. This requisition shall be retained by the Construction Fund Custodian, subject at all times to inspection by any officer of the Consolidated Government, Authority or any bondholder. Dated this day of AUGUSTA, GEORGIA By: Authorized Representative SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA By: Authorized Representative C -2 EXHIBIT D DESCRIPTION OF PROJECT The Consolidated Government will use the proceeds of the Series 2010 Bonds, together with investment earnings, to improve and equip its Solid Waste Facility. The improvements will include replacement of components of the existing gas collection and control system at the Solid Waste Facility including the gas compression and conditioning station and the flare. Additional improvements include (a) the installation of separate inlet pipes into each landfill cell, (b) the installation of additional wells, and (c) associated site work, including road construction. Any remaining proceeds of the Series 2010 Bonds will be used to upgrade the quality of the gas produced by the landfill or the construction of a gas station on the site of the Solid Waste Facility that will ultimately provide compressed natural gas to municipal and other vehicles. D -1 SECRETARY'S CERTIFICATE STATE OF GEORGIA COUNTY OF RICHMOND The undersigned Secretary of the Solid Waste Management Authority of Augusta (the "Authority ") and keeper of the records and seal thereof, DOES HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Resolution adopted by the Authority in a meeting duly called and assembled on the 7th day of December, 2010, which meeting was open to the public and at which a quorum was presenting and acting throughout, the original of which Resolution has been duly recorded in the Minute Book of the Authority which is in my custody and control. WITNESS my official hand and seal of the Authority, this 7th day of December, 2010. / ary (SEAL)