HomeMy WebLinkAboutC.054.93011_0442 (2)accounting principles and which will not affect the exclusion from gross income for federal
income tax purposes of the designated interest component of Installment Payments payable by
the County hereunder, including sums required to reimburse the County for advances made by
the County that are properly chargeable to the acquisition, construction, installation and
equipping of the Project, including the interest component of Installment Payments prior to the
Completion Date of the Project.
"Rate Adjustment Event" means (1) any determination by the Internal Revenue Service,
any federal administrative agency or any court (a) that the County has taken an action, or failed
to take an action, with the result that the interest components of Installment Payments are
includable in gross income for federal income tax purposes, or (b) that the County's obligations
to pay Installment Payments are not "qualified tax-exempt obligations" within the meaning of
Code Section 265 as a result of (i) any action the County takes, or fails to take, or (ii) any
representation made by the County in this Agreement being a misrepresentation, or (2) (a) its
general obligation bond rating by S&P falls below A+ or (b) its general obligation bond rating by
Moody's falls below Al.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors and assigns.
"Site," whether singular or plural, means that certain parcel or those certain parcels of
land, together with all fixtures, improvements and appurtenances thereon now or hereafter
existing, as described in Exhibit A to the Deed of Trust.
"State" means the State of North Carolina.
"Term" means the duration of this Agreement and the period during which payments are
to be made hereunder, such Term now scheduled to terminate on the Termination Date, unless
such date is extended pursuant to Section 4.2.
"Termination Date" means October 31, 2019, unless such date is extended pursuant to
Section 4.2 hereof.
"Trustee" means the trustee named in the Deed of Trust.
Section 1.2. Rules of Construction. The following rules shall apply to the construction
of this Agreement unless the context otherwise requires:
(a) Words importing the singular number shall include the plural number and vice
versa.
(b) Words importing the prepayment or calling for prepayment of the County's
obligations hereunder shall not be deemed to refer to or connote the payment of the County's
obligations hereunder at their stated maturity or payment dates.
(c) Unless otherwise indicated, all references herein to particular Articles or Sections
are references to Articles or Sections of this Agreement.
(d) The headings and Table of Contents herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.
REPRESENTATIONS AND COVENANTS
Representations and Covenants by the County. The County makes the following representations
and covenants:
the County is a duly and validly created, organized and existing political subdivision under and
by virtue of the Constitution and laws of the State of North Carolina;
the Implementation of the Project is essential in order to permit the County to carry out the
public functions that it is authorized by law to perform. The County anticipates an ongoing need