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<br />August 21, 2006 (Regular Meeting)
<br />
<br />Page 58
<br />
<br />28026, the books of the County for the registration,
<br />transfer, exchange and payment of the Bonds.
<br />
<br />registration of
<br />
<br />Section 9. There may be printed on the reverse of each of any printed
<br />Bonds the legal opinion of Helms Mulliss & Wicker, PLLC, bond counsel to the
<br />County, 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 or Vice-Chairman of the Board, said
<br />certificate 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
<br />manually signed by Helms Mulliss & Wicker, PLLC, Charlotte, North
<br />Carolina, and was dated as of the date of delivery of and payment
<br />for said bonds.
<br />
<br />[Manual or Facsimile Signature]
<br />Chairman/Vice-Chairman of the Board of
<br />
<br />Commissioners
<br />
<br />Cabarrus County, North Carolina
<br />
<br />Section 10. The County 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 County, commencing with the fiscal year ending June 30, 2006, 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 County 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 statute, or, if such audited financial statements of the County are
<br />not available by seven months from the end of such fiscal year, unaudited
<br />financial statements of the County for such fiscal year to be replaced
<br />subsequently by audited financial statements of the County 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 County, commencing with the fiscal year ending June 30, 2006, 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 the heading "The County - Debt Information and -
<br />Tax Information" in the Official Statement relating to the Bonds (excluding
<br />any information on overlapping or underlying units) and (ii) the combined
<br />budget of the County for the current fiscal year, to the extent such items
<br />are not included in the financial statements referred to in (a) above;
<br />(c) in a timely manner, to each NRMSIR or to the Municipal Securities
<br />Rulemaking Board ("MSRB"), 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
<br />financial difficulties;
<br />unscheduled draws on any credit enhancements reflecting
<br />financial difficulties;
<br />substitution of any credit or liquidity providers, or their
<br />perform;
<br />adverse tax opinions or events affecting the tax-exempt
<br />status of the Bonds;
<br />modification to the rights of the beneficial owners of the
<br />
<br />(4 )
<br />
<br />(5)
<br />failure to
<br />(6 )
<br />
<br />(7 )
<br />
<br />Bonds;
<br />
<br />call of any Bonds for redemption;
<br />defeasance of any of the Bonds;
<br />release, substitution or sale of any property securing
<br />repayment 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 />SID, if any, notice of a failure of the County to provide required annual
<br />financial information described in (a) or (b) above on or before the date
<br />specified.
<br />If the County fails to comply with the undertaking described above, any
<br />beneficial owner of the Bonds may take action to protect and enforce the
<br />rights of all beneficial owners with respect to such undertaking, including
<br />an action for specific performance; provided, however, that failure to comply
<br />with such undertaking shall not be an event of default and shall not result
<br />in any acceleration of payment of the Bonds. All actions shall be
<br />instituted, had and maintained in the manner provided in this paragraph for
<br />the benefit of all beneficial owners of the Bonds.
<br />
<br />(8 )
<br />( 9)
<br />(10 )
<br />
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