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WHEREAS, the Board of Education and the County are authorized <br /> to enter into agreements in order to execute such plan and this <br /> agreement constitutes such an agreement; and <br /> WHEREAS, all acts, conditions and things required by law to <br /> exist, to have happened and to have been performed precedent to and <br /> in connection with the execution and entering into of this <br /> agreement (this "Agreement") do exist, have happened and have been <br /> performed in regular and due time, form and manner as required by <br /> law, and the parties hereto are now duly authorized to execute and <br /> enter into this Agreement; <br /> NOW, THEREFORE, in consideration of the premises and of the <br /> mutual agreements and covenants contained herein and for other <br /> valuable consideration, the parties hereto do hereby agree as <br /> follows: <br /> Section 1. Sale of Site to County. The Board of Education, <br /> in furtherance of such plan, will sell the Site to the County for <br /> a price of $100 and will convey the Site to the County by means of <br /> a General Warranty Deed substantially in the form of the draft <br /> thereof attached hereto as Exhibit A (the "General Warranty Deed") . <br /> Section 2 . Acquisition, Construction, Equipping and Financing <br /> of Improvements. The County, in furtherance of such plan, will <br /> acquire the Site from the Board of Education in accordance with <br /> Section 1 above and will provide for the acquisition, construction <br /> and equipping of the Improvements by the Board of Education as <br /> hereinafter provided. The County will also provide for the <br /> financing of the acquisition, construction and equipping of the <br /> Improvements pursuant to Section 160A-20 of the General Statutes of <br /> North Carolina, as amended, by entering into an Installment <br /> Purchase Contract between the County and NationsBank of North <br /> Carolina, N.A. (the "Lender") substantially in the form of the <br /> draft thereof attached hereto as Exhibit B (the "Installment <br /> Purchase Contract") . In addition, the County will execute and <br /> deliver to a trustee for the benefit of the Lender a Deed of Trust <br /> and Security Agreement substantially in the form of the draft <br /> thereof attached hereto as Exhibit C. (the "Deed of Trust") , which <br /> will encumber the Site and the Improvements and certain related <br /> property as security for its obligation to repay the funds advanced <br /> to it pursuant to the Installment Purchase Contract. <br /> Section 3 . Lease of Site and Improvements to Board of <br /> Education. Upon the conveyance of the Site to the County by the <br /> Board of Education, the County will lease the Site and the <br /> Improvements to the Board of Education for use by the Chapel Hill- <br /> Carrboro City Schools pursuant to a Lease to be entered into by the <br /> County and the Board of Education substantially in the form of the <br /> draft thereof attached hereto as Exhibit D (the "Lease") . <br /> BWNY/133962.2/15880/00013/1537 December 14, 1994 2 <br />