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that the Installment Payments shall be made in all events unless <br /> the obligation to make such Installment Payments is terminated as <br /> otherwise provided herein. <br /> 3 .6 Prepayment of Installment Payments. If the County has <br /> performed all of the terms and conditions of this Contract, it <br /> shall have the option to prepay the principal component of the <br /> remaining Installment Payments, in full or in part, in such order <br /> of the due dates thereof as the County shall determine, at any <br /> time, at a prepayment price equal to 100 percent (100*) of the <br /> principal amount thereof, plus interest accrued thereon to the date <br /> of prepayment, upon thirty (30) days' prior written notice to the <br /> Lender. <br /> 3 .7 Installment Payment Adjustment. ,QLL The County <br /> acknowledges that the Lender is providing the Financing Proceeds at <br /> the rate set forth herein based on the premise that interest <br /> received under this Contract is exempt from taxation to the Lender <br /> and based on other state and federal laws in effect as of the date <br /> hereof. If, as a result of any action or failure to take any <br /> action by the County, or any representation made by the County <br /> being a misrepresentation. (i} the income received by the Lender <br /> shall be deemed to be taxable income to the Lender by any <br /> governmental agency, or (ii) the Countv' s obligations to pay <br /> Installment Payments are not "oualified tax-exempt obligations"_ <br /> within the meaning of Code Section 265_ (herein an "Event of <br /> Taxability") , then Lender shall have the option to = adjust the <br /> aMou�nt of the remaining Installment Payments = to provide for the <br /> payment of interest by the County at a = rate which will preserve <br /> the Lender' s after-tax economic yield. In such event, the County <br /> agrees, to the extent permitted by law, to indemnify and hold <br /> harmless the Lender from any cost and expense incurred as a result <br /> of the loss of the tax-exempt status of the obligation created by <br /> this Contract, specifically including, without limitation, all <br /> administrative expenses arising in connection with the amendment of <br /> the Lender' s tax returns . The Lender' s after-tax yield prior to <br /> and after an Event of Taxability shall be as reasonably calculated <br /> by the firm of certified public accountants regularly employed by <br /> the Lender, and such calculations, in the absence of manifest <br /> error, shall be binding on the parties hereto. <br /> ,kL The Countv further acknowledges that the Lender is <br /> providing the Financing Proceeds at the rate set forth herein based <br /> on the current ratings of the County' s debt obligations by Standard <br /> & Poor, s Corporation ( "S & P" ) and Moodv' s Investors Service <br /> ( "Moody' s") which ratings are Aal (Moody' g) and AA+ (S & P) . In <br /> the event either Moodv' s or S & P downgrades such ratings by two or <br /> more grades the Lender shall the option to adjust the amount of <br /> the remaining Installment Pavments to provide for the payment of <br /> interest by the Countv at a rate which will preserve the Lender' s <br /> after-tax economic yield The Lender' s after-tax Yield prior to <br /> 6 <br />