Orange County NC Website
Browse       Search
recoupment, setoff, counterclaim, or any claim (real or imaginary) <br /> arising out of or related to any defects, damages, malfunctions, <br /> breakdowns or infirmities of or to the Property. The County <br /> assumes and shall bear the entire risk of loss and damage to the <br /> Property from any cause whatsoever, it being the intention of the <br /> parties that the Installment Payments shall be made in all events <br /> unless the obligation to make such Installment Payments is <br /> terminated as otherwise provided herein. <br /> 3 .5 Prepayment of Installment Payments . If the County has <br /> performed all of the terms and conditions of this Contract, it <br /> shall have the option to prepay the principal component of the <br /> remaining Installment Payments, in full or in part, in such order <br /> of the due dates thereof as the County shall determine, at any <br /> time, at a prepayment price equal to 100 percent (100%) of the <br /> principal amount thereof, plus interest accrued thereon to the date <br /> of prepayment, upon thirty (30) days' prior written notice to the <br /> Lender. <br /> 3 . 6 Installment Payment Adjustment. The County acknowledges <br /> that the Lender is providing the Financing Proceeds at the rate set <br /> forth herein based on the premise that interest received under this <br /> Contract is exempt from taxation to the Lender and based on other <br /> state and federal laws in effect as of the date hereof. If, as a <br /> result of any action or failure to take any action by the County, <br /> the income received by the Lender shall be deemed to be taxable <br /> income to the Lender by any governmental agency (herein an "Event <br /> of Taxability") , then Lender shall have the option to either (i) <br /> declare the principal component of the remaining Installment <br /> Payments immediately due and payable or (ii) adjust the amount of <br /> the remaining Installment Payments to provide for the payment of <br /> interest by the County at a taxable rate which will preserve the <br /> Lender' s after-tax economic yield. In such event, the County <br /> agrees, to the extent permitted by law, to indemnify and hold <br /> harmless the Lender from any cost and expense incurred as a result <br /> of the loss of the tax-exempt status of the obligation created by <br /> this Contract, specifically including, without limitation, all <br /> administrative expenses arising in connection with the amendment of <br /> the Lender' s tax returns . The Lender' s after-tax yield prior to <br /> and after an Event of Taxability shall be as reasonably calculated <br /> by the firm of certified public accountants regularly employed by <br /> the Lender, and such calculations, in the absence of manifest <br /> error, shall be binding on the parties hereto. <br /> SECTION 4 . PROCEDURE FOR ADVANCES <br /> 4 .1 Disbursement of Proceeds. The Lender will disburse the <br /> Financing Proceeds in proportion to the progress of construction of <br /> the Improvements, as such costs are incurred. Disbursements shall <br /> be made by wiring or depositing the same to an account of the <br /> County or the Board of Education (if so directed by the County) , or <br /> 4 <br />