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ARTICLE VIII: TAX COVENANTS AND REPRESENTATIONS 8
<br /> The Purchaser covenants that it will not take any action, or fail to take any action, if such action or failure to take action would
<br /> adversely affect the exclusion from gross income of the interest component of the Installment Payments under Section 103 of the Code. The
<br /> Purchaser will not directly or indirectly use or permit the use of any proceeds of the Escrow Fund or any funds of the Purchaser, or take
<br /> or omit to take any action that would cause the obligation of the Purchaser under this Agreement to be an "arbitrage bond" within the
<br /> meaning of Section 148(a)of the Code.
<br /> Without limiting the generality of the foregoing, the Purchaser agrees that there shall be paid from time to time all amounts required
<br /> to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury
<br /> Regulations as may be applicable to the obligation created by this Agreement from time to time. This covenant shall survive the payment
<br /> in full of all obligations under this Agreement.
<br /> Notwithstanding any provision of this Section, if the Purchaser shall provide to the Lender an opinion of nationally recognized bond
<br /> counsel to the effect that any action required under this Section is no longer required,or to the effect that some further action is required,
<br /> to maintain the exclusion from gross income of the interest component of the Installment Payments pursuant to Section 103 of the Code,the
<br /> Purchaser may rely conclusively on such opinion in complying with the provisions hereof.
<br /> ARTICLE IX: INDEMNIFICATION
<br /> The Purchaser hereby agrees to indemnify,protect and save the Lender and the Escrow Agent,and the Lender's and the Escrow Agent's
<br /> respective directors, officers, employees and agents, harmless from all liability, obligations, losses, claims, damages, actions, suits,
<br /> • proceedings, costs and expenses, including reasonable attorneys' fees and expenses, arising out of,connected with, or resulting,directly or
<br /> indirectly,from the Project, including,without limitation,the possession,condition,installation or use thereof. The indemnification arising
<br /> under this Section shall continue in full force and effect notwithstanding the termination of, or the payment in full of all obligations under,
<br /> this Agreement.
<br /> ARTICLE X: DISCLAIMER OF WARRANTIES
<br /> Section 10.1. No Representations by the Lender. The Purchaser acknowledges and agrees that it has selected the Project based on
<br /> its own judgment and disclaims any reliance on any statements or representations made by the Lender with respect thereto.
<br /> Section 10.2. Disclaimer by the Lender. THE LENDER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
<br /> IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR-A PARTICULAR PURPOSE OF THE PROJECT OR
<br /> ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT.
<br /> ARTICLE XI: DEFAULT AND REMEDIES
<br /> Section 11.1. Definition of Event of Default. The Purchaser is in default hereunder on the happening of any of the following events
<br /> of default(each, an "Event of Default"): (a) The Purchaser fails to make any Installment Payment or pay any other sum hereunder when
<br /> due; (b) The Purchaser fails to perform or observe any term, condition or covenant of this Agreement on its part to be observed or
<br /> performed,other than as referred to in paragraph(a)above,for a period of 30 days after written notice specifying such failure and requesting
<br /> that it be remedied has been given to the Purchaser by the Lender; (c) The Purchaser fails to complete Acquisition of the Project in
<br /> accordance with this Agreement; (d) The Purchaser fails to satisfy any of the Purchaser's bonded indebtedness or other credit obligations
<br /> when required under the instruments evidencing such obligations;(e)Proceedings under any bankruptcy,insolvency,reorganization or similar
<br /> litigation are instituted by or against the Purchaser, or a receiver, custodian, or similar officer shall be appointed for the Purchaser or any
<br /> of its property, and such proceedings or appointments are not vacated or fully stayed after the institution or occurrence thereof; (f) Any
<br /> warranty, representation or statement made by the Purchaser herein or in any other document executed or delivered in connection herewith
<br /> or therewith is found to be-incorrect or misleading in any material respect on the date made; or(g) Any attachment, levy or execution is
<br /> levied on or against the Project or any part thereof.
<br /> Section 11.2. Remedies on Default. On the occurrence of an Event of Default,the Lender may exercise one or more of the following
<br /> remedies as the Lender, in its sole discretion,elects: (a)Declare the entire amount of the Installment Payments immediately due and payable
<br /> without notice or demand to the Purchaser; (b)Proceed by appropriate court action to enforce performance by the Purchaser of the applicable
<br /> covenants of this Agreement or to recover for the breach thereof;(c)Exercise all the rights and remedies of a secured party or creditor under
<br /> the Uniform Commercial Code of the State and the general laws of the State with respect to the enforcement of the security interest granted
<br /> or reserved hereunder including, without limitation,to the extent permitted by law, reenter and take possession of the Project without any
<br /> court order or other process of law and without liability for entering the premises and sell,lease, sublease or make other disposition of the
<br /> same in a commercially reasonable manner for the account of the Purchaser,and apply the proceeds of any such sale,lease, sublease or other
<br /> disposition,after deducting all costs and expenses, including court costs and attorneys'fees, incurred with the recovery, repair, storage and
<br /> other sale, lease, sublease or other disposition costs, toward the balance due under this Agreement and, thereafter, pay any remaining
<br /> proceeds to the Purchaser; (d) Terminate this Agreement as to all or any part of the Project and use, operate, lease or hold the Project as
<br /> the Lender in its sole discretion may decide; (e)Enforce its security interest in the Project;or(f)Terminate the Escrow Fund in accordance
<br /> with Section 4.4(b)of this Agreement.
<br /> Notwithstanding any other provisions herein,it is the intent of the parties hereto to comply with Section 160A-20 of the General Statutes
<br /> of North Carolina. No deficiency judgment may be entered against the Purchaser in favor of the Lender in violation of Section 160A-20
<br /> including, without limitation,any deficiency judgment for amounts that may be owed hereunder when the sale of all or any portion of the
<br /> Project is insufficient to produce enough money to pay in full all remaining obligations under this Agreement.
<br /> Section 11.3. Further Remedies. A termination hereunder shall occur only on notice by the Lender to the Purchaser and only with
<br /> respect to such part or parts of the Project as the Lender specifically elects to terminate in such notice. Except as to those parts of the Project
<br /> with respect to which there is a termination,this Agreement shall remain in full force and effect and the Purchaser shall be and remain liable
<br /> for the full performance of all its obligations hereunder. All remedies of the Lender are cumulative and may be exercised concurrently or
<br /> separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy.
<br /> ARTICLE XII: ASSIGNMENT
<br /> Section 12.1. Assignment By the Purchaser. The Purchaser agrees not to sell,assign,lease, sublease, pledge or otherwise encumber
<br /> or suffer a lien or encumbrance on or against any interest in this Agreement or the Project(except for the lien and security interest of the
<br /> Lender therein)without the Lender's prior written consent. The Purchaser's interest herein may not be assigned or transferred by operation
<br /> of law.
<br /> Section 12.2. Assignment By the Lender, The Lender may, at any time and from time to time, assign all or any part of its interest
<br /> in the Project or this Agreement, including without limitation, the Lender's rights to receive the Installment Payments and any additional
<br /> payments due and to become due hereunder. The Purchaser agrees that this Agreement may become part of a pool of obligations at the
<br /> Lender's or its assignee's option. The Lender or its assignee may assign or reassign either all of its rights under this Agreement or any
<br /> partial interest herein. Notwithstanding the foregoing, no assignment or reassignment, except as to Wachovia or any direct or indirect
<br /> subsidiary or affiliate,of the Lender's interest in the Project or this Agreement shall be effective unless and until the Purchaser receives a
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