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March 15, 2004 Page 401 facsimile signature of the Chairman or Vice-Chairman of the Board of the Issuer, said certificate to be in substantially the following form: "I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion on the bonds therein described which was manually signed by Helms Mulliss & Wicker, PLLC, Charlotte, North Carolina, and was dated as of the date of delivery of and payment for said bonds. [Manual or Facsimile Siqnature] Chairman/Vice-Chairman of the County of Cabarrus, North Carolina" Section 13. The Issuer covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will do and perform all acts and things to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and any related regulations and procedures in order to assure that interest paid on the Bonds will not be includable in the gross income of the owners thereof for purposes of federal income taxation, except to the extent that the Issuer obtains an opinion of bond counsel to the effect that noncompliance would not result in interest on the Bonds being includable in the gross income of the owners of the Bonds for purposes of federal income taxation. As necessary or appropriate in connection with the issuance of the Bonds, all officers, employees and agents of the Issuer are authorized and directed to provide certifications of material facts and estimates as to the reasonable expectations of the Issuer as of the date(s) the Bonds are delivered and on behalf of the Issuer to sign agreements or acknowledge instructions regarding compliance with the requirements of the Code and any related regulations and procedures relating to the Bonds. Section 14. There are hereby created appropriate funds and accounts of the Issuer for the receipt and expenditure of the proceeds of the Bonds and appropriate debt service funds and accounts of the Issuer for the receipt and disbursement of debt service payments on the Bonds. Section 15. The Issuer hereby undertakes, for the benefit of the beneficial owners of the Bonds, to provide: (a) by not later than seven months from the end of each fiscal year of the Issuer, commencing with the fiscal year ending June 30, 2004, to each nationally recognized municipal securities information repository ("NRMSIR") and to the state information depository for the State of North Carolina ("SID"), if any, audited financial statements of the Issuer for such fiscal year, if available, prepared in accordance with Section 159-34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or, if such audited financial statements of the Issuer are not available by seven months from the end of such fiscal year, unaudited financial statements of the Issuer for such fiscal year to be replaced subsequently by audited financial statements of the Issuer to be delivered within 15 days after such audited financial statements become available for distribution; (b) by not later than seven months from the end of each fiscal year of the Issuer, commencing with the fiscal year ending June 30, 2004, to each NRMSIR, and to the SID, if any, (i) the financial and statistical data as of a date not earlier than the end of the preceding fiscal year for the type of information included under heading "The County Debt Information and Tax Information" in the Official Statement relating to the Bonds and (ii) the combined budget of the Issuer for the current fiscal year, to the extent such items are not included in the financial statements referred to in (a) above; (c) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, if any, notice of any of the following events with respect to the Bonds, if material: (1 principal and interest payment delinquencies; (2 non-payment related defaults; (3 unscheduled draws on debt service reserves reflecting financial difficulties; (4 unscheduled draws on any credit enhancements reflecting financial difficulties; (5 substitution of any credit or liquidity providers, or their failure to perform; (6 adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7 modification to the rights of the beneficial owners of the Bonds; (8 call of any of the Bonds for redemption; 9) defeasance of any of the Bonds; 10) release, substitution or sale of any property securing repayment of the Bonds; and rating changes; and in a timely manner, to each NRMSIR or to the MSRB, and to the if any, notice of a failure of the Issuer to provide required annual 11) (d) SID,