Orange County NC Website
18 <br /> 1-7 No Transfers; Provision for Releases; Grants of Easements and <br /> Similar Interests <br /> (a) The County shall not sell, transfer or encumber any interest in any <br /> Mortgaged Property, except as otherwise permitted by the Loan Documents or this <br /> Modified Deed of Trust. This prohibition applies whether the sale, transfer, or <br /> encumbrance is of a legal or an equitable interest, is voluntary, involuntary, by <br /> operation of law, or otherwise, and includes any encumbrance that is not a Permitted <br /> Encumbrance. BNY-M and the Deed of Trust Trustee may take any action either <br /> deems appropriate to prevent or rescind any unauthorized sale, transfer or <br /> encumbrance. <br /> (b) BNY-M is required, upon the County's direction and at any time, to <br /> execute and deliver all documents necessary to effect the release of all or any <br /> portion of the Mortgaged Property from the lien of this Modified Deed of Trust upon <br /> the County's compliance with the requirements of this Section. No consent or <br /> acknowledgment by the Deed of Trust Trustee is required for any release under this <br /> Section. <br /> (c) To obtain a release, the County must file with BNY-M a County <br /> Certificate (i) stating that (A) no Event of Default is continuing, (B) the release will <br /> not materially impair the intended use of the property remaining subject to this <br /> Modified Deed of Trust, and (C) the release complies with the requirements of this <br /> Section, (ii) providing a copy of the proposed instrument of release, (iii) directing <br /> the execution and delivery of the instrument, and (iv) providing evidence of <br /> compliance with subsection (v) or (vi) below. BNY-M may not release any property <br /> pursuant to this subsection (c) during the continuation of an Event of Default unless <br /> directed by the Majority Owners. <br /> (v) In the case of a proposed release of all the Mortgaged Property, the <br /> County must pay to BNY-M, or to some other fiduciary reasonably acceptable to <br /> BNY-M, an amount (A) that is sufficient to provide for the payment in full of all <br /> 2026A Bonds Outstanding and (B) that is required to be used for that payment. In <br /> addition, the County must undertake to satisfy all the other outstanding Obligations. <br /> The County Certificate referenced in subsection (iv) may set forth this undertaking. <br /> (vi) In the case of a proposed release of a portion (but less than all) of the <br /> Mortgaged Property, the County must provide evidence to BNY-M that the <br /> 8 <br />