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54 <br />Sanford Holshouser draft of Anri123.2007 <br />PROJECT FUND AGREEMENT <br />TffiS PROJECT FUND AGREEMENT is dated as of June 1, 2007, and <br />is by and between ORANGE COUNTY, NORTH CAROLINA, a political <br />subdivision of the State of North Carolina (the "County"), and SUNTRUST <br />LEASING CORPORATION ("SunTrust"). <br />RECITALS <br />The County is, simultaneously with the execution and delivery of this <br />Project Fund Agreement, executing and delivering an Installment Financing <br />Contract dated as of June 1, 2007 (the "Financing Contract"), between the County <br />and SunTrust. The purpose of the Financing Contract is to provide for SunTrust's <br />advance of [$50,057,000.00] to the County to finance the County's acquisition and <br />construction of the "Financed Facilities," as defined in the Financing Contract. In <br />partial consideration for SunTrust's entering into the Financing Contract, the <br />County has agreed to provide for financing proceeds to be deposited and disbursed <br />pursuant to this Project Fund Agreement. <br />NOW, THEREFORE, the parties agree as follows: <br />SECTION 1. <br />In this Project Fund Agreement, the term "Project Costs" means all costs of <br />the design, planning, constructing, acquiring, installing and equipping of the <br />Financed Facilities, as determined in accordance with generally accepted <br />accounting principles and that will not adversely affect the exclusion from gross <br />income for federal income tax purposes of the designated interest component of <br />Installment Payments payable by the County under the Financing Contract, <br />including (a) sums required to reimburse the County or its agents for advances <br />made for any such costs, (b) interest during the construction process and for up to <br />six months thereafter, and (c) all costs related to the financing of the Financed <br />Facilities through the Financing Contract and all related transactions. <br />In addition, any capitalized terms used in this Project Fund Agreement and <br />not otherwise defined shall have the meanings assigned thereto in the Financing <br />Contract. <br />54 <br />