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<br />executed and delivered from time to time Certificates of Participation,
<br />including the Certificates of Participation (County of Cabarrus, North
<br />Carolina Installment Financing Contract), Series 2001 (the "2001
<br />Certificates"), the proceeds of which will be used to advance the moneys to
<br />the County under the Contract;
<br /> (4) a Preliminary Official Statement to be dated on or about February
<br />13, 2001 (the "Preliminary Official Statement") which, as supplemented with
<br />certain pricing and other permitted omitted information, is to be the
<br />Official Statement to be dated on or about February 28, 2001 (the "Official
<br />Statement"), pursuant .to which the 2001 Certificates are to be offered and
<br />sold to the public; and
<br /> (5) a Contract of Purchase, including the exhibits attached thereto,
<br />to be dated on 'or about February 28, 2001 (the "Purchase Contract") between
<br />the Corporation and Morgan Keegan & Company, Inc., on its own behalf and as
<br />representative of the other underwriters named therein (collectively, the'
<br />"Underwriters"), pursuant to which the Underwriters agree to purchase the
<br />2001 Certificates for sale to the public;
<br /> WHEREAS, the obligations of the County to make Installment Payments and
<br />other payments pursuant to the Contract shall constitute limited obligations
<br />of the County payable solely from currently budgeted appropriations of the
<br />County and shall not constitute a pledge of the faith and credit of the
<br />County within the meaning of any constitutional debt limitation;
<br /> WHEREAS, no deficiency judgment may be rendered against the County in
<br />any action for breach of a contractual obligation under the Contract, and the
<br />taxing power of the County is not and may not be pledged in any way directly
<br />or indirectly or contingently to secure any moneys due under the Contract;
<br />and
<br /> WHEREAS, the Board of Commissioners desires to approve the Financing
<br />Documents and to authorize other actions in connection therewith;
<br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br />follows:
<br /> Section 1. All actions taken by or on behalf of the County to date to
<br />effectuate the proposed financing, including the selection of the
<br />Underwriters and Smith Helms Mulliss & Moore, LLP, as special counsel, are
<br />hereby ratified, approved and authorized pursuant to and in accordance with
<br />the transactions contemplated by the Financing Documents.
<br /> Section 2. The acquisition, construction and equipping of the 2001
<br />Project, the financing thereof and the granting of security interests
<br />therein, all as provided in the Financing Documents referenced in this
<br />Resolution, are hereby ratified and approved.
<br /> Section 3. Each of the Contract, the Purchase Contract and the Deed of
<br />Trust is hereby approved in substantially the form submitted to this meeting,
<br />and each of the Chairman of the Board of Commissioners or the County Manager
<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 2001 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.
<br /> Section 4. The Trust Indenture (including the form of 2001
<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 2001 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 />2001 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.
<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 2001 Certificates, and the use
<br />thereof by the Underwriters in connection with the public offering and sale
<br />of the 2001 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
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