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May 19, 2003 Page 125
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<br />is hereby authorized to execute and deliver each of those documents in the
<br />name and on behalf of the County, with such changes, insertions or omissions
<br />as the persons executing such documents may approve, including but not
<br />limited to changes, insertions or omissions related to obtaining a policy of
<br />municipal bond insurance with respect to the 2003 Certificates, their
<br />execution and delivery thereof to constitute conclusive evidence of such
<br />approval. The County Clerk is hereby authorized to affix the seal of the
<br />County to each of said documents as may be appropriate and to attest to the
<br />same.
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<br /> Section 4. The Trust Indenture (including the form of 2003
<br />Certificate) is hereby approved in substantially the form submitted to this
<br />meeting, with such changes, insertions or omissions as appropriate, including
<br />but not limited to changes, insertions or omissions related to obtaining a
<br />policy of municipal bond insurance with respect to the 2003 Certificates, as
<br />the representative(s) of the County executing the Contract may approve, the
<br />execution and delivery of the Contract to constitute conclusive evidence of
<br />such approval. The Board of Commissioners hereby approves the sale of the
<br />2003 Certificates by the Corporation in an aggregate principal amount not in
<br />excess of the amount of moneys to be advanced to the County pursuant to the
<br />Contract.
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<br /> Section 5. Each of the Preliminary Official Statement and the Official
<br />Statement, in substantially the form of the Preliminary Official Statement
<br />submitted to this meeting, is hereby approved in substantially such form,
<br />with such changes, insertions and omissions as appropriate, including but not
<br />limited to changes, insertions or omissions related to obtaining a policy of
<br />municipal bond insurance with respect to the 2003 Certificates, and the use
<br />thereof by the Underwriters in connection with the public offering and sale
<br />of the 2003 Certificates is hereby authorized. Each of the Chairman of the
<br />Board of Commissioners or the County Manager is hereby authorized to execute
<br />and deliver in the name and on behalf of the County the final Official
<br />Statement in substantially such form, with such changes, insertions and
<br />omissions, including but not limited to changes, insertions or omissions
<br />related to obtaining a policy of municipal bond insurance with respect to the
<br />2003 Certificates, as the person executing the final Official Statement may
<br />approve, the execution and delivery thereof to constitute conclusive evidence
<br />of such approval.
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<br /> Section 6. 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 financing of the 2003 Project, including, without limitation,
<br />the amount advanced under the Contract and the aggregate principal amount of
<br />the 2003 Certificates (which shall not exceed $45,000,000), the maturities,
<br />the principal amounts and the interest amounts of the Installment Payments
<br />and the 2003 Certificates, which interest amounts (calculated with respect to
<br />the 2002 Certificates) shall not exceed 7.5% per annum on a true interest
<br />cost basis, the prepayment terms and prices (which shall not exceed 103% of
<br />the principal amount being prepaid) and the Underwriters' discount (exclusive
<br />of any original issue discount) (which shall not exceed 2.0% of the principal
<br />amount of the 2003 Certificates). Execution of the Contract by the Chairman
<br />of the Board of Commissioners or the County Manager shall conclusively
<br />evidence such approval of all such details of said financing.
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<br /> Section 7. 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, appropriate tax certificates and agreements and other documents
<br />and agreements (including repurchase agreements) relating to the investment
<br />of the proceeds from the execution and delivery of the Contract) as they may
<br />deem necessary or advisable to carry out the intent of this resolution and to
<br />effect the financing pursuant to the Contract and the other Financing
<br />Documents. The County Clerk is hereby authorized to affix the seal of the
<br />County to such documents and certificates as may be appropriate and to attest
<br />to the same and to execute and deliver the same as may be needed. In
<br />addition, said officers are hereby authorized to cooperate with the
<br />Underwriters in preparing a~d filing such filings under state securities or
<br />~blue sky" laws (including special consents to service of process) as the
<br />Underwriters may request and as the Chairman of the Board of Commissioners,
<br />the County Manager or the Director of Finance shall determine.
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<br /> Section 8. 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
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