HomeMy WebLinkAboutC.054.93011_0456agent covenants and agrees to maintain for the full remaining term of this Agreement a written
record of each assignment and reassignment of such certificates of participation.
(b) The County agrees to execute any document reasonably required in connection
with any assignment. Any assignor must provide notice of any assignment to the County and the
LGC, and the County shall keep a complete and accurate record of all assignments as required by
the Code. After the giving of any such notice, the County shall thereafter make all payments in
accordance with the notice to the assignee named therein and shall, if so requested, acknowledge
such assignment in writing, but such acknowledgment shall in no way be deemed necessary to
make the assignment effective.
(c) The Lender represents and warrants that it is familiar with federal and North
Carolina legislation, rules and regulations as to limitations upon the public distribution of
securities that have not been registered under the Securities Act of 1933, as amended, and that it
is making the Advance for its own account and has no present intention of making any sale or
other distribution of this Agreement in violation of such legislation, rules or regulations. The
Lender represents that it is familiar with the operations and financial condition of the County,
based upon information furnished to the Lender by the County, and has made such inquiries as it
deems appropriate in connection with the Advance.
Assignment by the Countv. Except pursuant to the Deed of Trust, the County shall not sell,
assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or
against its interests in the Project or in this Agreement, without securing the prior written consent
of the Lender. Except for normal repairs, maintenance, and replacements, the County shall not
remove any portion of the Project from its place of installation without securing the Lender's
prior written permission. The Lender shall not unreasonably withhold such permission in either
case.
MISCELLANEOUS
Notices. Unless otherwise provided herein, all demands, notices, approvals, consents, requests,
opinions and other communications hereunder shall be in writing and shall be deemed to have
been given when delivered in person or mailed by first class registered or certified mail, postage
prepaid, addressed as follows:
(a) if to the County: County of Iredell, North Carolina
200 South Center Street
Statesville, North Carolina 28687
Attn: Director of Finance and Administration
(b) if to the Lender: Bank of America, N.A.
Middle Market Banking
NC7-166-09-03
3100 Tower Boulevard, Suite 910
Durham, North Carolina 27707
Attention: Senior Vice President
The Lender and the County may, by notice given hereunder, designate any further or
different addresses to which subsequent demands, notices, approvals, consents, requests,
opinions or other communications shall be sent or persons to whose attention the same shall be
directed.
Severabilitv. The provisions of this Agreement are intended to be severable. If any provision of
this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall
not invalidate any other provision hereof.
Successors and Assims. This Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
Applicable Law. This Agreement shall be governed by the laws of the State of North Carolina.
Indemnification. Without waiving any defense available to it and only to the extent permitted by
North Carolina law, the County shall hold the Lender and the LGC, and their respective officers,
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