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September 20, 2010 (Regular Meeting) Page 122
<br />respect to all or a portion of the 2010B Certificates and /or Limited
<br />Obligation Bonds or with respect to all or a portion of the 2010C
<br />Certificates and /or Limited Obligation Bonds, as the person executing the
<br />final Official Statement may approve, the execution and delivery thereof to
<br />constitute conclusive evidence of such approval.
<br />Section 7. Each of the Chairman of the Board of Commissioners, the
<br />County Manager and the Director of Finance are authorized to approve all
<br />details of the refinancing of all or a portion of the Original 2002 Contract
<br />and the related portion of the Refinanced Projects, including, without
<br />limitation, the amount advanced under the 2002 First Contract Amendment and
<br />the aggregate principal amount of the 2010B Certificates and /or Limited
<br />Obligation Bonds (which, when combined with the aggregate principal amount of
<br />the 2010C Certificates and /or Limited Obligation Bonds, shall not exceed
<br />$45,000,000), the maturities, the principal amounts and the interest amounts
<br />of the 2002 Installment Payments and the 2010B Certificates and /or Limited
<br />Obligation Bonds, which interest amounts (calculated with respect to the
<br />2010B Certificates and /or Limited Obligation Bonds) shall not exceed 6.0% per
<br />annum on an effective interest cost basis, the prepayment terms and prices
<br />(which shall not exceed 103% of the principal amount being prepaid) and the
<br />Underwriters' discount (exclusive of any original issue discount), which
<br />shall not exceed 2.0% of the principal amount of the 2010B Certificates
<br />and /or Limited Obligation Bonds). Execution of the 2002 First Contract
<br />Amendment by the Chairman of the Board of Commissioners or the County Manager
<br />shall conclusively evidence such approval of all such details of said
<br />refinancing.
<br />Section 8. Each of the Chairman of the Board of Commissioners, the
<br />County Manager and the Director of Finance are authorized to approve all
<br />details of the refinancing of all or a portion of the Original 2003 Contract
<br />and the related portion of the Refinanced Projects, including, without
<br />limitation, the amount advanced under the 2003 First Contract Amendment and
<br />the aggregate principal amount of the 2010C Certificates and /or Limited
<br />Obligation Bonds (which, when combined with the aggregate principal amount of
<br />the 2010B Certificates and /or Limited Obligation Bonds, shall not exceed
<br />$45,000,000), the maturities, the principal amounts and the interest amounts
<br />of the 2003 Installment Payments and the 2010C Certificates and /or Limited
<br />Obligation Bonds, which interest amounts (calculated with respect to the
<br />2010C Certificates and /or Limited Obligation Bonds) shall not exceed 6.0% per
<br />annum on an effective interest cost basis, the prepayment terms and prices
<br />(which shall not exceed 103% of the principal amount being prepaid) and the
<br />Underwriters' discount (exclusive of any original issue discount) , which
<br />shall not exceed 2.0% of the principal amount of the 2010C Certificates
<br />and /or Limited Obligation Bonds) . Execution of the 2003 First Contract
<br />Amendment by the Chairman of the Board of Commissioners or the County Manager
<br />shall conclusively evidence such approval of all such details of said
<br />refinancing.
<br />Section 9. The Chairman of the Board of Commissioners, the County
<br />Manager, the Director of Finance and the County Attorney are hereby
<br />authorized to take any and all such further action, including approval of
<br />modifications to the Financing Documents, and to execute and deliver for and
<br />on behalf of the County such other documents and certificates (including,
<br />without limitation, agreements with securities depositories, financing
<br />statements, tax certificates and agreements and other documents and
<br />agreements (including repurchase agreements) relating to the investment of
<br />the proceeds from the execution and delivery of the 2002 Contract or the 2003
<br />Contract, respectively) as they may deem necessary or advisable to carry out
<br />the intent of this resolution and to effect the refinancing pursuant to the
<br />2002 First Contract Amendment, the 2003 First Contract Amendment and the
<br />other Financing Documents. The County Clerk is hereby authorized to affix
<br />the seal of the County to such documents and certificates as may be
<br />appropriate and to attest to the same and to execute and deliver the same as
<br />may be needed. In addition, said officers are hereby authorized to cooperate
<br />with the Underwriters in preparing and filing such filings under state
<br />securities or "blue sky" laws (including special consents to service of
<br />process) as the Underwriters may request and as the Chairman of the Board of
<br />Commissioners, the County Manager or the Director of Finance shall determine.
<br />Section 10. The County 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 "), in order to assure that interest paid
<br />with respect to the 2010B Certificates and /or Limited Obligations and the
<br />2010C Certificates and /or Limited Obligations, respectively, will not be
<br />includable in the gross income of the owners thereof for purposes of federal
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