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31 <br />EI~TT A -Definitions <br />For all purposes of this Contract, unless the context requires otherwise, the <br />following terms will have the following meanings: <br />"Additional Payments" means any of SunTrust's expenses (including <br />attorneys' fees) in prosecuting or defending any action or proceeding in connection <br />with this Contract and any taxes or any other expenses, including, but not limited <br />to, SunTrust's administrative or legal costs (including costs of maintaining its <br />existence and good standing), licenses, permits, state and local sales and use or <br />ownership taxes or property taxes which SunTrust is required to pay as a result of <br />this Contract, inspection and reinspection fees, or any other amounts payable by <br />the County as a result of its covenants under this Contract, under the Deed of Trust <br />or under the Project Fund Agreement (together with. interest that may accrue on, <br />any of the above if the County fails to pay the same, as set forth in this Contract). <br />"Amount Advanced" has the meaning assigned in Article I. <br />"Appropriate Consultant" means one or more independent public <br />accountants or firms of public accountants, or architects or firms of architects, <br />engineers or firms of engineers, professional management consultants or firms of <br />management consultants, or such other independent persons, having (at the time <br />retained for the purposes of this Contract) a favorable reputation for skill and <br />experience in an appropriate area of expertise, as may be selected by the County <br />and approved by SunTrust (which approval will not be unreasonably withheld) <br />from time to time to perform and carry out the duties imposed on an Appropriate <br />Consultant by this Contract. <br />"Budget Officer" means the County officer from time to time charged with <br />preparation of the. draft County budget initially submitted to the County Board for <br />its consideration. . <br />"Closing Date" means the date on which this Contract is first executed and <br />delivered by the parties. <br />"Code" means the Internal Revenue Code of 1986, as amended, including <br />regulations, rulings and revenue procedures promulgated thereunder or under the <br />Internal Revenue Code of 1954, as amended, as applicable to the County's <br />obligations under this Contract. Reference to any specific Code provision will be <br />deemed to include any successor provisions thereto. <br />97562v1 31 <br />