Agenda - 09-20-1994 - Laserfiche WebLink

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4 • NOW. THEREFORE, for and in consideration of the premises and of the covenants hereinafter contained, and other valuable consideration, the parties hereto agree as follows: ARTICLE I: DEFINITIONS • For purposes of this Agreement, the following terms shall have the respective meaning indicated(words imparting the singular number to include the plural number and vise versa): "Acquisition of the Project". The acquisition of the Project. "Code". The Internal Revenue Code of 1986,as amended, including temporary,proposed and final treasury regulations promulgated thereunder. "Escrow Agent". Wachovia Bank of North Carolina,N.A.together with its successors and assigns as Escrow Agent under the Escrow Agreement. "Escrow Fund". The Escrow Fund created in Section 4.1 of this Agreement. "Installment Payments". Those payments to be made by the Purchaser to the Lender as provided in Section 3.1 of this Agreement. "Net Proceeds". When used with respect to any proceeds from policies of insurance or the proceeds from any sale of the Project, the amount remaining after deducting from the gross proceeds thereof all expenses(including,without limitation,attorney's fees and expenses) • incurred in the collection of such proceeds. "Payment Dates", The dates listed on Schedule 3.1 attached hereto. "Plans and Specifications". The manufacturer's instructions relating to the installation and use of the Project. "Prime Rate". That interest rate denominated by Wachovia as its "Prime Rate' and set by Wachovia from time to time as an interest rate basis for borrowings, changes in the Prime Rate to be effective on the date of each such change. Wachovia lends at rates above and below the Prime Rate which is but one of several interest rate bases used by Wachovia. "Project". The personal property described on Exhibit A attached to this Agreement. "Project Costs". Payment of or reimbursement for the following items: (a)The costs of Acquisition of the Project; (b) Payments and prepayments of the principal component of Installment Payments (as provided for in Section 3.1 of this Agreement) from any moneys remaining in the Escrow Fund subsequent to the date the Acquisition of the Project is completed; "Purchase Price". The total amount advanced by the Lender to enable the Purchaser to finance all or a portion of the Acquisition of the Project under the terms of this Agreement, which amount equals the total of Installment Payment Principal Component set forth on Schedule 3.1 attached hereto. "State". The State of North Carolina. "Wachovia". Wachovia Bank of North Carolina, N.A. ARTICLE II: ADVANCE OF PURCHASE PRICE The Lender hereby makes an advance to the Purchaser of the Purchase Price and the Purchaser hereby accepts from the Lender the Purchase Price. The proceeds of the Purchase Price shall be applied by the Purchaser in the Acquisition of the Project, in accordance with the Plans and Specifications and in accordance with this Agreement. ARTICLE III: INSTALLMENT PAYMENTS Section 3.1. Amounts and Times of Installment Payments. The Purchaser shall make the Installment Payments on the date and in the respective amounts indicated on the Amortization Schedule attached to this Agreement as Schedule 3.1. The Purchaser shall pay a late charge on any Installment Payment not made when due in an amount equal to five percent(5%)of such overdue amount. Notwithstanding any other term of this Agreement, the maximum amount of interest which may be charged to or collected from the Purchaser by the Lender shall be absolutely limited to, and shall in no event exceed the maximum amount of interest which could lawfully be charged or collected under applicable law. Section 3.2. Nonappropriation. The Installment Payments are subject to annual appropriation by the governing body of the Purchaser. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for Installment Payments due under this Agreement, then the Purchaser will immediately notify the Lender or its assignee of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Purchaser of any kind whatsoever, except as to the portions of Installment Payments herein agreed upon for which funds have been appropriated and budgeted or are otherwise available. The Purchaser reasonably believes that funds can be obtained sufficient to make all Installment Payments and hereby covenants that it will take all actions lawfully within its power to obtain, maintain and properly request and pursue funds from which the Installment Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding,using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is the Purchaser's intent to make all Installment Payments if funds are legally available therefor and in that regard the Purchaser represents that the use of the Project is essential to its proper,efficient and economic operation. Section 3.3. Place of Payments. All payments required to be made to the Lender hereunder shall be made at the Lender's principal office or as may be otherwise directed by the Lender or its assignee. Section 3.4. Abatement of Installment Payments. There shall be no abatement or reduction of the Installment Payments by the Purchaser for any reason, including,but not limited to,any defense, recoupment,setoff,counterclaim,or any claim arising out of or related to the Project. The Purchaser assumes and shall bear the entire risk of loss and damage to the Project from any cause whatsoever, it being the intention of the parties that the Installment Payments shall be made in all events. Section 3.5. Prepayment of Installment Payments. If the Purchaser has performed all of the terms and conditions of this Agreement, it shall have the option to prepay at any time, in whole, the principal component of the outstanding Installment Payments plus accrued but unpaid interest, upon thirty(30)days prior written notice to the Lender and the Escrow Agent subject to the prepayment penalty, if any, indicated on the Amortization Schedule attached to this Agreement as Schedule 3.1. Page 2 of 7