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2. The Issuer 'and the Company will enter into a lease (the "Lease") <br />which shall provide for rentals by the Company sufficient to pay all princtpal, <br />premiums, if any, and interest on the Bonds. ~le Company's performance of <br />~ts obligations, financial and otherwise, under the Lease shall be secured <br />by a first mortgage lien on real property (subject to Permitted Encumbrances) <br />and a security interest in the Project equipment for the benefit and protection <br />of the bondholders The rents to be paid by the Company under the lease <br />shall be pledged to the payment of the principal of, interest on and redemption <br />premium, if any, applicable to the Bonds and will be assigned to the Trustee <br />to secure the payme~t of the Bonds and the fees and expenses of the Trustee, <br />pursuant to an Indenture of Mortgage and Deed of Trust (the "Indenture") to <br />be entered into between the Issuer and the Trustee. The Lease shall provide <br />that the County will give priority ~o applications of cinizens of Cabarrus <br />County for admission to said nursing home over persons from other areas <br />with the same needs. <br /> <br /> 3. Upon delivery of the Bonds and in the event of any inconsistency <br />between the terms of this proposal and the terms of Lease and Indenture in <br />the form in which it shall be finally approved by resolution of the Issuer, <br />the provisions of the Lease and Indenture as so app£oved shall control. <br /> <br /> 4 Upon acceptance by the Company of this proposal, the Issuer shall <br />keep open mhd outstanding this commitment and ifiducement to the Company for <br />a reasonable time (not less than six months) so long as the Company shall <br />be proceeding with appropriate efforts toward conclusion of any arrangements <br />necessary to the Project and the issuance of the Bonds. <br /> <br /> 5. If for any reason the Bonds are not issued (sther than by reason <br />of the fault of the Issuer): <br /> <br /> (a) The Company will pay to the Issuer the amount of <br /> all expenses which shall have been incurred by the Issuer in <br /> connection with the Project and which were authorized by the <br /> Company; <br /> <br /> (B) The Company will assume and be responsible for all <br /> contracts entered into by the Issuer at the request of the <br /> Company in connection with the Project; and <br /> <br /> (c) The Company will pay the out-of-pocket expenses of officials <br /> and representatives of the issuer and counsel for <br /> the Issuer incurred in connection with the Project and will <br /> pay bond counsel reasonable legal fees for legal services <br /> related to the Project or the financing thereof. <br /> <br /> <br />