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SHLF draft of February 21, 2006 <br />AGENCY AGREEMENT <br />THIS AGENCY AGREEMENT is dated as of April 1, 2006, and is <br />entered into by and between ORANGE COUNTY, NORTH CAROLINA, as <br />principal (the "County"), and THE ORANGE COUNTY BOARD OF <br />EDUCATION, as agent (the "School Board"}. <br />RECITALS: <br />The County and the School Board have agreed upon a plan for the <br />acquisition and construction {the "Project") of certain school improvements (the <br />"Improvements"}, as more particularly described on Exhibit A. <br />As part of the plan for financing the Project, the County has entered into an <br />Installment Financing Contract of even date {the "Financing Contract"} ujith <br />Orange County Public Facilities Company (the "Company"), providing for the <br />financing of the Project. <br />As part of the agreed-upon plan, the County desires to designate the School <br />Board as its agent to carry out the Project, and the School Board is willing to <br />accept such an appointment pursuant to the terms of this Agency Agreement. <br />NOW, THEREFORE, for and in consideration of the mutual promises <br />herein contained and for other valuable consideration, the parties agree as follows: <br />1. <br />Capitalized terms used in this Agency Agreement and not otherwise defined <br />have the meanings assigned in the Financing Contract. All references to the <br />Company include the Company's successors and assigns pursuant to the Financing <br />Contract and the transactions contemplated by the Financing Contract. <br />2. APPOINTMENT; ACCEPTANCE. <br />The County appoints the School Board as its agent to carry out all phases of <br />the Project. The School Board, as the County's agent, assumes all the County's <br />J336'v2 <br />1 <br />