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195
<br />
<br />DRAFT
<br />
<br />transfer of Bonds under this resolution. The Bond Registrar shall not be
<br />required to exchange or register the transfer of any Bond during a period
<br />beginning at the opening of business 15 days before the day of the mailing of a
<br />notice of redemption of Bonds or any portion thereof and ending at the close of
<br />business on the day of such mailing or of any Bond called for redemption in whole
<br />or in part pursuant to Section 4 of this resolution.
<br /> As to any Bond, the person in whose name the same shall be registered shall
<br />be deemed and regarded as the absolute owner thereof for all purposes, and
<br />payment of or on account of the principal or redemption price of any such Bond
<br />and the interest on any such Bond shall be made only to or upon the order of the
<br />registered owner thereof or the legal representative of such registered owner.
<br />All such payments shall be valid and effectual to satisfy and discharge the
<br />liability upon such Bond, including the redemption premium, if any, and interest
<br />thereon, to the extent of the sum or sums so paid.
<br /> The Issuer shall appoint such registrars, transfer agents, depositaries or
<br />other agents as may be necessary for the registration, registration of transfer
<br />and exchange of Bonds within a reasonable time according to then current
<br />commercial standards and for the timely payment of principal, interest and any
<br />redemption premium with respect to the Bonds. The Issuer is to act as the
<br />initial registrar, transfer agent and paying agent for the Bonds (collectively
<br />the "Bond Registrar"), subject to the right of the governing body of the Issuer
<br />to appoint another Bond Registrar. The Director of Finance (or such other
<br />officer who shall from time to time perform the duties of finance officer within
<br />the meaning of N.C.G.S. Section 159-24, as it may be amended from time to time,
<br />or any successor statute) is hereby designated to act on behalf of the Issuer in
<br />carrying out its responsibilities as Bond Registrar, subject to the right of the
<br />governing body of the Issuer to designate another officer to act on its behalf,
<br />and as such shall keep at the office of the Director of Finance the books of the
<br />Issuer for the registration, registration of transfer, exchange and payment of
<br />the Bonds.
<br /> Section 7. There may be printed on the reverse of each of any printed
<br />Bonds the legal opinion of Smith Helms Mulliss & Moore, L.L.P., bond counsel to
<br />the Issuer, with respect to the validity of the Bonds, and there may be printed
<br />immediately following such legal opinion a certificate bearing the manual or
<br />facsimile signature of the Chairman of the Board of the Issuer, said certificate
<br />to be in substantially the following form:
<br /> I HEREBY CERTIFY that the foregoing is a true and correct copy of
<br /> the legal opinion on the bonds therein described which was manually
<br /> signed by Smith Helms Mulliss & Moore, L.L.P., Charlotte, North
<br /> Carolina, and was dated as of the date of delivery of and payment
<br /> for said bonds.
<br /> [Manual or Facsimile Signature]
<br /> Chairman of the Board of Commissioners
<br /> Cabarrus County, North Carolina
<br /> Section 8. The Issuer hereby undertakes, for the benefit of the beneficial
<br />owners of the Bonds, to provide:
<br /> (a) by not later than seven months from the end of each fiscal year of
<br />the Issuer, to each nationally recognized municipal securities information
<br />repository ("NRMSIR") and to the state information deposit.pry for the State of
<br />North Carolina ("SID"), if any, audited financial statements of the Issuer for
<br />such fiscal year, if available, prepared in accordance with Section 159-34 of the
<br />General Statutes of North Carolina, as it may be amended from time to time, or
<br />any successor statute, 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 within
<br />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 of
<br />the Issuer, to each NRMSIR, and to the SID, if any, (l) the financial and
<br />statistical data as of a date not earlier than the end of the preceding fiscal
<br />year for the type of information included under the heading "The County - Debt
<br />Information and - Tax Information" in the Official Statement relating to the
<br />Bonds (excluding any information on overlappin§ or underlying units) and (ii) the
<br />combined budget of the Issuer for the current fiscal year, to the extent such
<br />items are not included in the audited financial statements referred to in (a)
<br />above;
<br /> (c) in a timely manner, to each NRMSIR or to the Municipal Securities
<br />Rulemakin§ Board ("MSRB"), and to the SID, if any, notice of any of the following
<br />events with respect to the Bonds, if material:
<br /> (1) principal and interest payment delinquencies;
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