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