RES-2009-088 Resolution for the Sale of Refunding Bonds

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' (1) principal and interest payment delinquencies; 42 (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers,or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modification to rights of the beneficial owners of the Bonds; (8) Bond calls; (9) defeasances; (10) release,substitution or sale of any property securing repayment of the Bonds and (11) rating changes;and (d) in a timely manner,to the MSRB,notice of a failure of the County to provide required annual financial information described in(a)or(b)above on or before the date specified. The County shall provide the documents referred to above to the MSRB in an electronic format as • prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by providing such information in a wanner that the United States Securities and Exchange Commission subsequently authorizes in lieu of the manner described above. At present, Section 169-34 of the General Statutes of North Carolina requires the County's financial statements to be prepared in accordance with generally accepted accounting principles and to be audited in accordance with generally accepted auditing standards. The resolution to be adopted by the County will also provide that if the County fails to comply with the undertaking described above, any beineficial owner of the Bonds then outstanding may take action to protect and enforce the rights of all beneficial owners with respect to such undertaking, including an action for specific performance;provided, however, that failure to comply with such undertaking shall not be an event of default and shall not result in any acceleration of payment of the Bonds. All actions shall be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the Bonds. Pursuant to such resolution, the County will reserve the right to modify from time to time the information to be provided to the extent necessary or appropriate in the judgment of the County, provided that: (a) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law, or change in the identity, nature, or status of the County; (b) the information to be provided, as modified, would have complied with the requirements of Rule 15e2-12 issued under the Securities Exchange Act of 1934("Rule 15c2-12')as of the date • 24