Agenda - 12-05-94 - VII-A - Laserfiche WebLink

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9 (B) The Bank shall have received the written opinion of Borrower's counsel as to the validity and enforceability of the loan documents and such other matters as the Bank may reasonably require. The Bank shall also have received the opinion of Borrower's counsel that all security interest in collateral constitutes a first priority lien. OTHER CONDITIONS: This financing commitment is made under provisions of North Carolina General Statute 160A-20, and is subject to approval by the Local Government Commission. This financing commitment is contingent upon Orange County's qualification as a small issuer pursuant to IRS Section 265 (b) 3. If Orange County should issue more than $10,000,000.00 in tax-exempt obligations during the calendar year 1995, the Bank will adjust its interest rate on this credit facility to the extent necessary to produce the same yield to the Bank using the 100% TEFRA Disallowance Rate as required if Orange County is classified as a "large issuer." The loan documents shall include a non-appropriation clause, and a "no deficiency judgment" provision. The facility will close by January 15, 1995, with the first draw funded on that date. _ Should Orange County choose the fully funded option, NationsBank will establish an Escrow Account which will house the advanced funds. The County may withdraw funds from the account as needed with each draw approved by NationsBank. The Bank will engage its counsel to prepare loan documents, including all documents required to perfect the Bank's real estate lien. All the Bank's legal expenses associated with closing this facility will be paid by the Bank > Although NationsBank is waiving the requirement for any environmental due diligence, Orange Count would be responsible for and` pay ,any expenses assessed due to environmentarntamination which is identified prior to or after closing of this credit facility. All requested addendum documents are attached to this commitment letter. If the above financing offer is acceptable to you, please acknowledge by having the appropriately authorized representative(s) of Orange County execute the enclosed copy of this letter and return it to the undersigned. The aforementioned interest rates are good through November 25, 1994. If this commitment is not accepted by that date, the interest rates contained herein are subject to change.