98-33 AUTHORIZING AN INTERGOVERNMENTAL COOPERATION AGREEMENT

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amounts set forth in Exhibit B attached hereto and made a part hereof (the "Program Allocation"), subject to the requirements of Section 143 of the Internal Revenue Code of 1986, as amended (the "Code"). During the Reservation Period, the Program Allocation allocated to a Municipality may not be reallocated to another Municipality without the express written consent of the Municipality from whom the Program Allocation is to be reallocated. Section 4. Reallocation of Program Allocation. After each Reservation Period, Program Allocation may be reallocated by the trustee with respect to the Bonds in the manner set forth in the origination and servicing agreement and the trust indenture relating to the Bonds, subject to the requirements of Section 143 of the Code. Section S. Pledge of Collateral. The Issuers hereby agree to assign and pledge to the trustee with respect to the Bonds all of the GNMA Securities, the FNMA Securities and the FHLMC Securities purchased with the proceeds of the Bonds. The Issuer hereby further agrees to assign and pledge to such trustee all other such documents, instruments, securities and moneys as shall be approved by ordinances of the respective governing bodies of the Issuer. Section 6. Documents and Instruments. The Issuers hereby agree to enter into all such documents and instruments as shall be necessary or appropriate in connection with the issuance of the Bonds, including without limitation origination and servicing agreements, trust indentures, bond purchase contracts or agreements, official statements, continuing disclosure undertakings and closing certificates. The Issuers hereby further agree to enter into all such other documents and instruments as shall be necessary or appropriate in connection with the issuance of the Bonds, including without limitation closing certi�cates. Section 7. Absolute and Irrevocable Conditions; Amendment. All terms and ' conditions contained herein are intended to be absolute and irrevocable conditions hereof and are agreed to by the Municipalities. This Cooperation Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of all of the Municipalities, authorized by ordinances adopted by their respective governing bodies, certified copies of which shall be filed with the other Municipalities. Section 8. Municipalities' Obligations Unconditional. The Municipalities shall have no right to terminate, cancel or rescind this Cooperation Agreement, it being the intent hereof that the Municipalities shall be absolutely and unconditionally obligated to perform all covenants contained in this Coo eration A reement. P g Section 9. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, addressed to the appropriate address set forth in Exhibit C attached to and made a part of this Cooperation Agreement. A duplicate copy of each notice, certi�cate or other communication given hereunder to any Municipality shall also be given to the others. Any Municipality, by notice given hereunder, may designate a -4-