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Company, Company is to bear all risks relating to the Facility, the completion thereof or the transactions contemplated hereby and Company hereby waives the benefits of any and all implied warranties and representation of the City. The provision of this Section V shall survive the Agreement's termination. VI. Termination of Agreement This Agreement shall terminate at the end of the tenth year after the County has made the last of the EDI Grants required by this Agreement. After such termination, this Agreement will be null and void, and the parties to this Agreement will have no further obligations from one to the other thereafter, except as specifically noted in this Agreement. VII. Assignments The Company shall not assign this Agreement or any portion thereof without the written consent of the County, nor shall the Company assign any funds due or to become due to it hereunder without the prior written consent of the County; provided, however, the Company shall be permitted to assign this Agreement or any portion thereof, or any funds due or to become due to it hereunder, to any direct or indirect wholly -owned subsidiary or other related party of the Company. However, in the event of such assignment, the Company shall remain ultimately responsible and liable for the performance of the Company's obligations hereunder. VIII. Representations The Company represents as of the date of this Agreement as follows: A. The Company (i) is a company duly organized and validly existing under the laws of its state of incorporation; (ii) is duly qualified to transact business and is in good standing in North Carolina; (iii) is not in violation of any provision of its organizational documents; (iv) has full corporate power to own its properties and conduct its business; (v) has full power and authority to enter into this Agreement and to enter into and carry out the transactions contemplated by this Agreement; (vi) by proper action has duly authorized the execution and delivery of this Agreement; and (vii) is not in default under any provision of this Agreement. B. The Company's execution and delivery of this Agreement neither conflicts with, nor will result in, a breach or default under its organizational documents; nor, to the best of its knowledge, will its execution and delivery conflict with, or result in, a breach or default under the terms, conditions, or provisions of any statute, order, rule, regulation, agreement, or instrument to which the Company is a party PagdA&442 number 2 \n G -1 Page 159