Agenda Package - 05-03-10 - Laserfiche WebLink

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C39 0 ARTICLE IN COUNTY'S COVENANTS, REPRESENTATIONS AND WARRANTIES 4.01. Warranties of Title. The County covenants with the Deed of Trust Trustee and BB&T that the County is seized of and has the right to convey the Mortgaged Property in fee simple, that the Mortgaged Property is free and clear of all liens and encumbrances other than the Existing Encumbrances, that title to the Mortgaged Property is marketable, and that the County will forever warrant and defend title to the Mortgaged Property against the claims of all persons. 4.02. Indemnification. To the extent permitted by law, the County shall indemnify, protect and save the Deed of Trust Trustee, BB&T and its officers and directors, and the LGC's members and employees, harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or resulting directly or indirectly from the Mortgaged Property or the transactions contemplated by this Agreement, including without limitation the possession, condition, construction or use of the Mortgaged Property. The indemnification arising under this Section shall survive the Agreement's termination. 4.03. Covenants as to Federal Tax Matters. (a) With respect to the QSCB Component. (i) The County has received volume cap allocation from the State of North • Carolina in the amount of $6,678,064 to issue "qualified school construction bonds" pursuant to the provisions of Section 54F of the Internal Revenue Code of 1986, as amended (the "Code"), to provide financing for the construction, reconstruction or repair of public school facilities, or the acquisition of land on which such facilities are to be constructed or equipment to be used in such portion or portions of the public school facilities that are to be constructed with the proceeds of such bonds. (ii) The County covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will comply with the requirements of the to the extent necessary so that the QSCB Component shall continue to be a "qualified school a construction bond" within the meaning of Section 54F of the Code so that the County will be permitted to continue to file for and collect interest subsidy payments from the United States Treasury associated therewith. (iii) The County hereby represents, warrants and covenants that (A) all applicable state and local law requirements governing conflicts of interest are and will be satisfied with respect to the QSCB Component and (b) if the Secretary of the United States Treasury prescribes additional conflicts of interest rules governing the appropriate Members of Congress, Federal, State and local officials, and their spouses, such additional rules will be satisfied with respect to the QSCB Component. (b) With respect to the QZAB Component: (i) The QZAB Component has been allocated to rehabilitate, repair or equip the • Facilities by the North Carolina Department of Public Instruction and any changes to