Agenda - 03-02-2006-8bTA - Laserfiche WebLink

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THIS TRUST AGREEMENT is dated as of April 1, 200G, is between Orange COUNTY PUBLIC FACILITIES COMPANY, a North Carolina nonprofit corporation {the "Company"}, and THE BANK OF NEW YORK, as trustee (the "Trustee"), and relates to the execution and delivery of [$24,000,000] Certificates of Participation (Orange County Public Improvement Projects}, Series 200GA (the "200GA Certificates"). RECITALS: The Company and Orange County, North Carolina (the "County"), have entered into an Installment Financing Contract also dated as of April 1, 2000 (the "Financing Contract"). The Financing Contract provides for the Company's advance to the County of funds to be used, together with other available funds, to payT the costs of the acquisition, construction and impro~Tement of certain school facilities and to provide far certain other public improvements and to pay financing casts. The County will make "Installment Payments" under the Financing Contract in amounts sufficient to repay with interest the amount advanced under the Financing Contract. The Installment Payments in tLU71 will be sufficient to pay the components of principal and interest represented by the 200GA Certificates. The Company is providing for the execution and delivery of the 200GA Certificates to raise funds for the advance under the Financing Contract. The 200GA Certificates evidence proportionate and undivided interests in the Installment Payments. As security for the payment of the Certificates, the Company has agreed to assign to the Trustee, without recourse against the Company, the specific security described below. Unless the context clearly requires otherwise, capitalized terms used in this Trust Agreement and not otherwise defined will have the meanings set forth in ExlzibitA. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained in this Trust Agreement, the parties agree as follows: ARTICLE I THE CERTIFICATES 93362v2 2