Agenda - 11-16-1993 - VIII-A (2)

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23 • INDENTURE OF TRUST THIS INDENTURE OF TRUST dated as of December 1, 1993 (together with any amendments hereto made in accordance herewith, this "Indenture"), by and between ORANGE COUNTY COMMUNITY ACTIVITY CORPORATION (the "Corporation"), a nonprofit corporation duly created and existing under the laws of the State of North Carolina, and Fmsr UNION NATIONAL BANK OF NORTH CAROLINA, as trustee(the"Trustee"),having an office and principal place of business in Charlotte, North Carolina, duly organized and existing under the laws of the United States of America, being authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the State of North Carolina; WITNESSETH: WHEREAS, the Orange County Community Activity Corporation is a nonprofit, educational organization owning, operating and managing community activities facilities in Orange County (the "County"); WHEREAS, the Corporation has proposed the construction of a Community Activity Center (the "CAC"), which would include an olympic-sized swimming pool (the "CAC Pool") and other facilities, including an ice rink and the acquisition of the land on which the CAC will be located (the "Site"); WHEREAS,due to economies of scale and other factors, the Corporation will be able to construct and operate the CAC Pool on a more efficient basis than the County could if the County were to build and operate its own pool; WHEREAS, the County has determined that it is in the best interest of the County that, instead of building and operating its own pool, the County enter into a Facilities/Management Services Contract dated as of December 1, 1993 (the "Contract") with the Corporation to construct and operate the CAC Pool for the benefit of County residents; WHEREAS, the Corporation has determined to issue its bonds in two series (the "Bonds") for the purpose of financing the cost of acquisition, construction and equipping of the CAC, and other costs as described herein; WHEREAS, in order to secure the payment of the principal of and interest on the Bonds, the Corporation has granted a security interest in the Site pursuant to a Deed of Trust and Security Agreement dated December_, 1993 (the "Deed of Trust"); WHEREAS, pursuant to this Indenture, the Corporation has pledged and assigned the Trust Estate (as defined herein) to the Trustee; WHEREAS, the Trustee has entered into this Indenture for the equal and proportionate benefit of the owners of the Bonds, and will disburse moneys received by it in accordance with this Indenture; and WHEREAS, all things necessary to make the Bonds, when executed and delivered by the Corporation and executed and authenticated by the Trustee as in this Indenture provided, legal, valid and binding obligations of the Corporation, and to constitute this Indenture a valid, binding and legal instrument for the security of the Bonds in accordance with its terms, have been done and performed;