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<br />COLLATERAL: The Installment Financing Agreement will be secured by a t sr <br />Deed of Trust in the project being financed, as negotiated <br />between the County and the Bank. <br />PREPAYMENT PREMIUM: No prepayment penalties for either option. <br />NON-SUBSTITUTION <br />AND NON APPROPRIATION: As required by North Carolina law, the Installment Financing <br />Agreement will contain anon-appropriation clause and will not <br />contain anon-substitution clause. <br />LEGAL FEES: If the Bank's legal counsel performs the tax opinion, the Bank's <br />attorney fees will not exceed $7,500, inclusive of all expenses <br />related to the closing of this Loan except recordation and filing <br />fees with respect to the perfection of the collateral, and will be <br />paid for by Borrower.. If Sanford Holshouser performs the tax <br />opinion, the legal fees would be $6,000, <br />OTHER FEES: None. <br />CONDITIONS PRECEDENT: At or prior to closing, the Borrower will cause to be delivered in <br />form and substance satisfactory to Bank, documents as Bank <br />may reasonably require including, but not be limited to, the <br />following: <br />1) Opinion Letter from Borrower's counsel satisfactory to Bank <br />relative to the matters set out under Warranties below. <br />2) Approval of the proposed transaction by the Local <br />Government Commission. <br />3) Any other acts or documentation deemed reasonable by the <br />Bank which may include but not be limited to title insurance <br />or a title opinion letter, survey, flood hazard certification and <br />if appropriate, flood insurance, hazard insurance with Bank <br />as loss payee, and an acceptable environmental report or <br />questionnaire. Please note that an appraisal will not be <br />required, <br />WARRANTIES: Borrower will provide at closing, in form satisfactory to Bank, <br />customary warranties and representations including, but not <br />limited to, the following: <br />1) The Borrower has obtained the proper authorization to <br />execute and deliver the documents necessary to complete <br />the proposed transaction. <br />2) The Borrower is a public body corporate and politic created <br />and validly existing under the Constitution and the laws of <br />the Constitution and the laws of the State of North Carolina. <br />3) The Installment Financing Agreement and all related loan <br />documents when executed will constitute a legal, valid, <br />binding, and enforceable obligation of the Borrower in <br />accordance with their terms. <br />4) There has been no material adverse change in the financial <br />condition of the Borrower since the date of the last annual <br />financial statements provided to the Bank. <br />5) Bank will have a valid first lien position on the collateral. <br />