1994 S Orange County Facilities - Services Agreement

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conflicts with or results in breach of the terms, conditions, and provisions of any restriction or agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing; (iii) To the knowledge of the Corporation, there is no litigation or proceeding pending or threatened against the Corporation or any other person affecting the right of the Corporation to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither the execution and delivery of this Agreement by the Corporation, nor compliance by the Corporation with its obligations under this Agreement, require the approval of any regulatory body, any parent company, or any other entity, which approval has not been obtained; (iv) The Corporation agrees to obtain annually an audit of its financial statements from an accounting firm acceptable to the County and to provide a copy of such audit to the County promptly after receipt thereof; (v) The Corporation will maintain its existence, and, in the event of reorganization, this Agreement will be binding upon any successors or assigns; (vi) The Corporation will execute and deliver all such further instruments and take all such further.action as may be required to carry out the purposes of this Agreement; and (vii) The Corporation will not issue additional Indebtedness as defined in the Indenture without the approval of the County. ARTICLE X OWNERSERP OF PROPERTY; LrA= OBLIGATION OF COUNTY All property of any type (real or personal) now or hereafter acquired at the expense of the Cotporation for or in connection with the CAC shall be acquired in the name of, and be owned by, the °.Corporation, provided, however, that (1) the Corporation may subject the property to a deed of trust pursuant to the Corporation Financing and(2)upon(a)payment in full of the Corporation Financing, and �),{west by the County, the Corporation shall convey and transfer all such property to the County for Do"additional consideration by: (i) with respect to real property, a North Carolina Bar Form Special w�cy Deed, subject only to matters of record existing as of the date of this Agreement, ising in motion with road or utility easements and matters consented to by the County, and (ii) with respect 10 Personal property, by bill of sale which includes warranties that the Corporation holds unencumbered ireto: The Corporation, as evidence of this Agreement to transfer and convey property to. the � y;�shall execute and deliver to the County a Memorandum of Agreement to Convey Land in —da rable form substantially in the form of Exhibit B to this Agreement. Notwithstanding anything to , ry in this Agreement or any other document, the rights of the County under this Agreement to dBrand convey property shall in no event vest later than twenty-one(21)years after the date of the pth,of the last surviving linear descendant now living of Donald P. Ubell, Ashley L. Hogewood, Jr., ADgWles B. Lee, Jr., all of Mecklenburg County, North Carolina. 6