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6 <br />documents or other papers, and to perform any and all acts they <br />may deem necessary or appropriate in order to carry out the <br />intent of this Resolution and the matters herein. <br />Section 5. The County recognizes that the sellers of the <br />Property will be relying on the understanding that interest under <br />the Promissory Note is excludable from gross income for federal <br />(and State of North Carolina) income tax purposes. Hence, for <br />the purpose of complying with the requirements of Sections 103 <br />and 141 -150 of the Internal Revenue Code of 1986, as amended or <br />any corresponding provisions of succeeding law, as applicable to <br />the Promissory Note (the "Code "), and the applicable temporary, <br />proposed and final regulations and procedures related thereto <br />(the "Regulations ") with respect to the tax - exempt status of <br />interest on the Promissory Note, the County hereby represents and <br />covenants that it will not take any action, or fail to take any <br />action, if any such action or failure to take action would <br />adversely affect the exclusion from gross income for federal (or <br />State of North Carolina) income tax purposes of the interest <br />under the Promissory Note and, without limiting the generality of <br />the foregoing, specifically represents and covenants as follows: <br />(1) Unless the County complies with paragraph (3) <br />below, the County will not permit the following amount to <br />exceed 10 percent of the proceeds of the indebtedness under <br />the Promissory Note (reflected in the Property being <br />financed): the proceeds under the Promissory Note to be <br />used, directly or indirectly, in the trade or business of <br />any person (other than use as a member of the general <br />public) other than a governmental unit ( "private -use <br />proceeds "). For purposes of this Section, the term "person" <br />includes any individual, corporation, partnership, <br />unincorporated association or any other entity capable of <br />carrying on a trade or business; and the term "trade or <br />business" means, with respect to any natural person, any <br />activity regularly carried on for profit and, with respect <br />to persons other than natural persons, means any activity <br />other than an activity carried on by a governmental unit. <br />For purposes of this Section, the term "governmental unit" <br />does not include the United States or any agency or <br />instrumentality thereof. For purposes of this Section, the <br />term "use" may include, among other things, actual or <br />beneficial use pursuant to a lease, a management contract or <br />an arrangement such as a take -or -pay or output contract. <br />(2) Unless the County complies with paragraph (3) <br />below, the County will not permit the sum of the following <br />amounts to exceed 5 percent of the proceeds of the <br />indebtedness under the Promissory Note: (i) the private - <br />use proceeds under the Promissory Note to be used, directly <br />or indirectly, in a use which is not related to the <br />governmental use of the proceeds of the indebtedness under <br />the Promissory Note and (ii) the private --use proceeds of the <br />4 <br />