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SECTION 5. APPLICATION OF SERIES 2015 NOTE PROCEEDS. The proceeds derived from the sale of the Series 2015 Note shall, simultaneously with the delivery of the Series 2015 Note to the original purchaser thereof, be applied by the County as follows: (A) A sufficient amount of Series 2015 Note proceeds shall be used to pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2015 Note, including, without limitation, the fees and expenses of accountants, attorneys and financial advisors, to those persons who shall be entitled to receive the same. (B) The remainder of the proceeds of the Series 2015 Note shall be transferred to The Bank of New York Mellon Trust Company, N.A., paying agent for the Refunded Bonds (the "Refunded Bonds Paying Agent") pursuant to the Direction Letter described below and applied to the refunding of the Refunded Bonds. SECTION 6. SALE OF THE SERIES 2015 NOTE. The Series 2015 Note shall be sold to Whitney Bank d/b/a Hancock Bank at a price of par, based on a principal amount of $7,171,000, and the Chairman and Clerk of the Board are authorized and directed to execute any purchase contract or commitment letter and deliver the same to Whitney Bank dfblal Hancock Bank. SECTION 7. APPOINTMENT OF REGISTRAR AND PAYING AGENT. The Registrar and Paying Agent for the Series 2015 Note shall be the Clerk. SECTION 8. RESERVE ACCOUNT REQUIREMENT. Amounts held in the Reserve Account for the benefit of the Refunded Bonds shall, upon the issuance of the Series 2015 Note, remain in of the Reserve Account in satisfaction of the Reserve Account Requirement applicable to the Series 2015 Note, with any excess remaining in the Reserve Account above the Reserve Account Requirement for all Bonds outstanding under the Bond Resolution transferred free and clear to the County. At such date as the County's Water and Sewer Revenue Bonds, Series 2009 are no longer outstanding, the Reserve Account Requirement with respect to the Series 2015 Note shall be zero, amounts on deposit in the Reserve Account will be released to the County, and the Series 2015 Note will not be secured by the Reserve Account. SECTION 9. CONSENTS AND APPROVALS. When under the Bond Resolution the consent or approval of the Bond Insurer is required for the taking of any action, the consent of the Noteholder shall also be required. The County shall be entitled to provide similar authority to any purchaser of Additional Parity Bonds under the Bond Resolution. SECTION 10. REFUNDING DIRECTION LETTER. The County hereby authorizes and directs the Chairman to deliver to the Refunded Bonds Paying Agent a refunding direction letter (the "Direction Letter"), in substantially the form attached hereto as Exhibit B, with such modifications and changes as approved by the Chairman, approval to be presumed by his execution thereof. On or before the issuance of the Series 2015 Note, the County shall deliver funds and instructions to the Refunded Bonds Paying Agent sufficient to redeem the series 2005 Bonds. 5