Agenda 10-01-19 Item 6-a - Adoption of the Final Financing Resolution Authorizing the Issuance of $37,000,000 in Installment Purchase Financing for Various CIP Projects Including Refinancing County Debt

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35 (ii) if to the Trustee, to The Bank of New York Mellon Trust Company, N.A., Re: Notice for 2019B Financing for Orange County, 10161 Centurion Parkway North, Jacksonville, FL 32256 (iv) If to the LGC, to the North Carolina Local Government Commission, Attn: Secretary of the Commission, Re: Notice for 2019B Orange County LOBS Financing, Bonds, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC 27604 (d) Any addressee (including the LGC) may designate additional or different addresses for communications by notice given under this Section to each of the others. (e) Whenever this Supplemental Agreement requires the giving of a notice, the person entitled to receive the notice may waive the notice, in writing. The giving or receipt of the notice will then not be a condition to the validity of any action taken in reliance upon the waiver. Section 4.02. Definition of "Restricted Yield." With respect to the 2019B Bonds, a "Restricted Yield" means a "yield," within the meaning of Treas. Regs. Secs. 1.103-13(c), -13(d), 1.148-9T(a), or any successor or other provision that may be applicable, not in excess of a "yield" equal to _ Section 4.03. Consent to Jurisdiction. The Trustee consents to jurisdiction in the State of North Carolina for any lawsuit arising from this Supplemental Agreement, or from any of the related transactions contemplated by this Supplemental Agreement. Section 4.04. Binding Effect; Limitation of Rights. This Supplemental Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. Nothing expressed or implied in this Supplemental Agreement or the 2019B Bonds gives any person other than the Trustee, the County and the Owners any right, remedy or claim under or with respect to this Supplemental Agreement. 10