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Contract to direct the Deed of Trust Trustee to foreclose under the Deed of Trust, declare the <br />principal of and interest on the 2006A Certificates to be due and payable immediately, take <br />possession of the Mortgaged Property, attempt to dispose thereof and apply the net proceeds <br />received on account of any such disposition to the payment of amounts due under the 2006A <br />Certificates. NO ASSURANCE CAN BE GIVEN THAT SUCH NET PROCEEDS WILL BE <br />SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE 2006A <br />CERTIFICATES. In addition, Section 160A-20(f) of the General Statutes of North Carolina <br />provides that no deficiency judgment may be rendered against the County for breach of <br />any contractual obligation authorized by Section 160A-20, and that the taxing power of the <br />County may not be pledged directly or indirectly to secure any amounts due by the County <br />under the Contract. See Appendix B hereto, "SU1~~IMARY OF PRINCIPAL LEGAL <br />DOCUAZENTS -The Financing Contract -Defaults and Remedies under Financing <br />Contract" and "-County's Limited Obligation." <br />Additional Certificates <br />Under conditions set forth in the Trust Agreement and without the approval or consent of <br />the Owners of the 2006A Certificates, the Company may execute and deliver additional <br />certificates (the "Additional Certificates") secured by a lien on the Mortgaged Property on a <br />parity with the lien securing the 2006A Certificates to pay the costs (including financing costs) <br />of (1) completing, expanding or improving the Facilities (as described under "THE PLAN OF <br />FINANCE" herein), (2) refunding any 2006A Certificates or Additional Certificates, (3) paying <br />financing costs or establishing reserves in connection with the issuance of Additional <br />Certificates, (4) any other purpose allowed by law, including the acquisition and construction of <br />additional public facilities, «~~hether or not such facilities are related to the Financed Facilities, or <br />(5) any combination of those purposes. <br />Book-Entry-Only System <br />The 2006 A Certificates will be issued in book-entry-only form, without physical delivery <br />of certificates to the beneficial owners of the 2006A Certificates. Payments to beneficial owners <br />of the 2006A Certificates will be made by the Trustee through The Depository Trust Company <br />("DTC"), New York, New York, and its participants. See Appendix D hereto for more <br />information on the book-entry system. <br />Tax Treatment <br />In the opinion of Special Counsel, under existing law and subject to conditions described <br />herein under the caption "LEGAL NL4TTERS -Tax Treatment," interest components of <br />payments so designated and made by the County with respect to the 2006A Certificates (1) «~ill <br />not be included in gross income for federal income tax purposes, (2) will not be an item of tax <br />preference for purposes of the federal alternative minimum income tax imposed on individuals <br />and corporations, and (3) will be exempt from existing State of North Carolina income taxation. <br />Such interest may be included in the calculation of a corporation's alternative minimum income <br />tax, and a holder of the 2006A Certificates may be subject to other federal tax consequences as <br />described under "LEGAL MATTERS -Tax Treatment" herein. <br />C'-883836v~1 13361.000''2 <br />