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2011-08-15 RM Exhibits-13.2 - Bond Resolution Exhibit IV p�, 3 qY Book g e COUNTY OF NEW HANOVER,NORTH CAROLINA AMENDED AND RESTATED SERIES RESOLUTION Adopted August 15, 2011 NYC 719268.5 TABLE OF CONTENTS Page Preamble ..........................................................................................................................................1 ARTICLE 1. DEFINITIONS Section 101. Meaning of Words and Terms.................................................................2 Section 102. Rules of Construction..............................................................................7 ARTICLE II. THE SERIES 2011 BONDS Section 201. Authority for and Issuance of Series 2011 Bonds ...................................8 Section 202. Maturity; Interest Rates............................................................................8 Section 203. Payment of Principal of and Interest on the Series 2011 Bonds..............8 Section 204. Defaulted Interest.....................................................................................9 Section 205. Temporary Series 2011 Bonds.................................................................9 Section 206. Mutilated, Lost, Stolen or Destroyed Bonds............................................9 Section 207. Transfer and Exchange of Series 2011 Bonds; Persons Treated asOwners...............................................................................................10 Section 208. Book-Entry Only System.......................................................................1 l Section 209. Successor Securities Depository; Transfers Outside Book-Entry OnlySystem...........................................................................................12 Section 210. Payments and Notices to Cede& Co.....................................................12 Section 211. Conditions Precedent to Initial Delivery of Series 2011 Bonds. ...........12 Section 212. Authorization of Refunding and Optional Redemption of Series 1999 Bonds. ...........................................................................................15 ARTICLE III. REDEMPTION OF BONDS Section 301. Redemption Dates and Prices. ...............................................................15 Section 302. Notice of Redemption; Selection of Series 2011 Bonds for Redemption; and Cancellation...............................................................16 ARTICLE IV. APPLICATION OF SERIES 2011 BOND PROCEEDS Section 401. Deposit of Funds....................................................................................18 Section402. Expense Fund.........................................................................................18 ARTICLE V. SECURITY; FUNDS AND ACCOUNTS Section 501. Security for the Series 2011 Bonds........................................................19 Section 502. Establishment of Funds and Accounts...................................................19 Section 503. Principal Account...................................................................................19 Section 504. Interest Account.....................................................................................19 Section 505. Sinking Fund Account...........................................................................19 Section 506. Redemption Fund...................................................................................20 i 1 i 1 ARTICLE VI. y DEPOSITORIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS i { Section 601. Security for Deposits..............................................................................20 Section 602. Investment of Money.............................................................................21 Section 603. Valuation................................................................................................22 ARTICLE VII. EVENTS OF DEFAULT Section 701. Events of Default...................................................................................22 ARTICLE VIII. THE TRUSTEE Section 801. Acceptance of Duties by Trustee...........................................................22 ARTICLE IX. SUPPLEMENTAL SERIES RESOLUTIONS Section 901. Procedure for Adoption of Supplemental Series Resolutions................22 Section 902. Exclusion of Series 2011 Bonds............................................................23 ARTICLE X. DEFEASANCE Section 1001. Cessation of Interest of Holders and Repeal of Series Resolution........23 ARTICLE XI. MISCELLANEOUS PROVISIONS Section 1101. Manner of Giving Notice.......................................................................24 Section 1102. Trustee, County, Corporation and Holders Alone Have Rights Under Series Resolution Section 1103. Effect of Partial Invalidity .....................................................................25 Section 1104. Effect of Covenants................................................................................25 Section 1105. Dealing in Series 2011 Bonds................................................................25 Section 1106. Approval of Purchase Agreement and Seventh Amendment to LeaseAgreement...................................................................................25 Section 1107. Approval of Preliminary Official Statement and Official Statement................................................................................................26 Section 1108. Appointment of County Representative and Authorization for OtherActs..............................................................................................26 Section 1109. No Recourse Against Commissioners, Directors, Officers or Employees of County, Corporation or Local Government Commission...........................................................................................26 Section 1110. Headings Section 1111. Continuing Disclosure ...........................................................................27 Section1112. Arbitrage................................................................................................27 Section1113. Tax Covenant.........................................................................................28 '• Section 1114. Notice to Local Government Commission and Rating Agencies..........28 Section 1115. Provisions Relating to Local Government Commission........................28 Section 1116. Amended and Restated Series Resolution Effective..............................28 ii 3 AMENDED AND RESTATED SERIES RESOLUTION AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF NOT EXCEEDING $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE REFUNDING BONDS (NEW HANOVER REGIONAL MEDICAL CENTER), SERIES 2011 FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH ANY OTHER AVAILABLE FUNDS, TO CURRENTLY REFUND ALL OR A PORTION OF THE COUNTY'S OUTSTANDING HOSPITAL REVENUE BONDS (NEW HANOVER REGIONAL MEDICAL CENTER PROJECT), SERIES 1999, 3 AUTHORIZING THE DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT, AND AUTHORIZING AND APPROVING THE FORM AND TERMS OF THE OFFICIAL STATEMENT, A SEVENTH AMENDMENT TO THE LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT, A SEVENTH AMENDMENT TO THE LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE DISTRIBUTION AND USE OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL STATEMENT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH REFUNDING BONDS AND SUCH OTHER MATTERS RELATED THERETO. RECITALS WHEREAS, the County of New Hanover, North Carolina (the "County") is a political subdivision of the State of North Carolina, which owns New Hanover Regional Medical Center, a public general acute-care hospital facility; WHEREAS, the County is empowered, under the Constitution and laws of the State of North Carolina, particularly The State and Local Government Revenue Bond Act, Article 5, Chapter 159 of the General Statutes of North Carolina, as amended (herein called the "Act"), to undertake the obligations and commitments on its part set forth herein; WHEREAS, the Board of Commissioners of the County (the "Board") adopted a Bond Order on October 6, 1993, as amended by a First Supplemental Bond Order adopted by the Board on February 5, 1999 and a Second Supplemental Bond Order adopted by the Board on December 7, 2005 (collectively, the "Bond Order"), authorizing the issuance of hospital revenue bonds; WHEREAS, under the Bond Order and pursuant to a Series Resolution adopted by the Board on February 5, 1999, the County issued its $122,395,000 Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 (the "Series 1999 Bonds"), of which $98,105,000 remain outstanding; WHEREAS, the County previously adopted a series resolution on November 15, 2010, to provide for the issuance of hospital revenue refunding bonds and effectuate the current refunding of the Series 1999 Bonds (the"2010 Series Resolution"); F 3 WHEREAS, market conditions in November, 2010 precluded a successful refunding of the Series 1999 Bonds pursuant to the 2010 Series Resolution; WHEREAS, market conditions have improved and the County has deemed it advisable to amend and restate the 2010 Series Resolution and adopt this Amended and Restated Series Resolution (this "Series Resolution") and to issue its Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center), Series 2011 (the "Series 2011 Bonds"), as in this Series Resolution hereinafter provided, for the purpose of providing funds, together with any other available funds,to currently refund all or a portion of the outstanding Series 1999 Bonds and pay certain expenses of issuing the Series 2011 Bonds; WHEREAS, the County has determined that the issuance of the Series 2011 Bonds is in the best interest of the County; and WHEREAS,the County has determined that the Series 2011 Bonds,the Certificate of the Local Government Commission and the Certificate of Authentication to be endorsed by the Trustee on all Series 2011 Bonds as provided herein shall be, respectively, substantially in the forms, with such variations, omissions and insertions as may be specified by the County or otherwise required or permitted by this Series Resolution, attached hereto as Exhibit A; now therefore, BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North Carolina: ARTICLE I. DEFINITIONS Section 101. Meaning of Words and Terms. Unless otherwise required by the context, words and terms used herein which are defined in the Bond Order shall have the meanings assigned to them therein, except as hereinafter set forth: "Affiliate" means a corporation, limited liability company, partnership, joint venture, association, business trust or similar entity (i) which controls, is controlled by or is under common control with, directly or indirectly, a Person; or (ii) a majority of the members of the governing body of which are members of the governing body of a Person. For the purposes of this definition, control means with respect to: (a) a corporation having stock, the ownership, directly or indirectly, of more than 50% of the securities (as defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the governing body of such corporation; (b) a non-profit corporation not having stock, having the power to elect or appoint, directly or indirectly, a majority of the members of the governing body of such corporation; or (c) any other entity, the power to direct the management of such entity through the ownership of at least a majority of its voting securities or the right to designate or elect at least a majority of the members of its governing body, by contract or otherwise. For the purposes of this definition, "governing body" means with respect to: (a) a corporation having stock, such corporation's board of directors and the owners, directly or indirectly, of more than 50% of the securities (as 2 ' defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporation's directors (both of which groups shall be considered a governing body); (b) a non- profit corporation not having stock, such corporation's members if the members have complete discretion to elect the corporation's directors, or the corporation's directors if the corporation's members do not have such discretion or if such corporation has no members; and (c) any other entity, its governing board or body. For the purposes of this definition, all references to directors and members shall be deemed to include all entities performing the function of directors or members however denominated. "Authorized Denomination" means denominations of $5,000 and any whole multiple thereof i z "Board"has the meaning set forth in the Preamble hereof. "Bond Counsel" means any nationally recognized municipal bond counsel acceptable to the County. "Bond Fund"means the Fund by that name created under Section 502(A)hereof. "Bond Order" means the bond order adopted by the Board on October 6, 1993, as supplemented by a first supplemental bond order adopted by the Board on February 5, 1999 and a second supplemental bond order adopted by the Board on December 7, 2005. "Bond Register" means the registration books of the County kept by the Trustee to evidence the registration and transfer of Series 2011 Bonds. "Bondholder," "holder," "Holder," "Owner" or "owner of the Series 2011 Bonds" '# means the registered owner of any Series 2011 Bond and does not mean any beneficial owner of a Series 2011 Bond whether through a book-entry system or otherwise. "Business Day" means a day which is not (a) a Saturday, Sunday or legal holiday on which banking organizations in the State of New York or the city in which the Principal Office of the Trustee.is located are authorized by law to close and on which such entity is in fact closed or(b) a day on which the New York Stock Exchange is closed. "Closing Date" means September 28, 2011 (or such other date that is specified in the Issuance, Sale or Closing Certificate), the date of issuance and delivery of the Series 2011 Bonds. F c "County"has the meaning set forth in the Preamble hereof. "County Attorney" means the County Attorney of the County, the person performing the duties of the County Attorney or the official succeeding to the County Attorney's principal functions. 3 "County Manager"means the County Manager of the County, the person performing the duties of the County Manager or the official succeeding to the County Manager's principal functions. "Date of Original Issuance"means the Closing Date. "Defaulted Interest' means interest on any Series 2011 Bond which is payable but not duly paid on the date due. "Expense Fund"means the fund by that name created under Section 402 hereof. "Finance Director" means the Finance Director or an interim Finance Director of the County, the person performing the duties of the Finance Director or an interim Finance Director or the official succeeding to the Finance Director's or an interim Finance Director's principal functions. "Fitch" means Fitch, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation by written notice to the County and the Trustee and acceptable to the Local Government Commission. "Fund"means any of the funds established pursuant to this Series Resolution. "Immediate Notice" means notice by telephone, email transmission or telecopier to such address as the addressee shall have provided in writing, promptly followed by written notice by first class mail, postage prepaid; provided, however, that if any Person required to give an Immediate Notice shall not have been provided with the necessary information as to the telephone, email transmission or telecopier number of an addressee, Immediate Notice shall mean written notice by first class mail,postage prepaid. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include independent legal counsel for the Corporation,the County or the Trustee. "Interest Account" means the account by that name created in the Bond Fund under Section 502 hereof. "Interest Payment Date"means April 1 or October 1, as the case may be. "Interested Parties" means the County, the Corporation, the Trustee, the Paying Agent (if any), and the Bondholders. "Investment Grade" means (i) that rating of any Rating Agency with a rating then in effect with respect to the Series 2011 Bonds that represents the lowest rating that any of such Rating Agencies recognizes as being investment grade and(ii) each rating above such rating. 4 "Investment Obligations" means, for purposes of this Series Resolution, any form of investment now or hereafter allowed by Section 159-30 of the General Statutes of North Carolina, as amended, or any successor statute. i "Issuance, Sale and Closing Certificate" means the certificate of the Finance Director filed pursuant to this Series Resolution with the Trustee on the Closing Date setting forth certain details of the Series 2011 Bonds and other terms and provisions relating to the sale and issuance of the Series 2011 Bonds as provided for herein together with such other details, terms and provisions as the Finance Director may determine. "Letter of Representations" means the Blanket Letter of Representations from the County to DTC dated August 21, 1995. i "Local Government Commission" means the Local Government Commission of North Carolina, a division of the Department of State Treasurer, established by Section 159-3 of the j General Statutes of North Carolina, and any successor or successors thereto. "Maturity Date" means the date or dates on which the Series 2011 Bonds mature, as set forth in the Issuance, Sale and Closing Certificate. 2 3 "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation { shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation by written notice to the County and the Trustee and h acceptable to the Local Government Commission. "Official Statement" means an Official Statement prepared in connection with the issuance and sale of the Series 2011 Bonds. k "Opinion of Bond Counser' means a written opinion of Bond Counsel in form and substance acceptable to the County and the Trustee which opinion may be based on a ruling or rulings of the Internal Revenue Service. "Opinion of Counsel" means a written opinion of counsel who is acceptable to the County in form and substance acceptable to the County and the Trustee. "Outstanding Series 2011 Bonds" or"Series 2011 Bonds Outstanding" means all Series 2011 Bonds which have been duly authenticated and delivered by the Trustee under this Series Resolution, except: (a) Series 2011 Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Series 2011 Bonds for the payment or redemption of which cash or Government Obligations shall have been theretofore deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Series 2011 Bonds) in accordance with the Series Resolution; provided that if such Series 2011 Bonds are to be i 5 i redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and (c) Series 2011 Bonds in lieu of which others have been authenticated under the Series Resolution. "Paying Agent" means the bank or banks, if any, designated pursuant to this Series Resolution to receive and disburse the principal of and interest on the Series 2011 Bonds. "Person"means any natural person, firm,joint venture, association, partnership, business trust, corporation,public body, agency or political subdivision thereof or any other similar entity. "Preliminary Official Statement" means a Preliminary Official Statement prepared in connection with the issuance and sale of the Series 2011 Bonds. "Principal Account" means the account by that name created in the Bond Fund under Section 502 hereof. "Principal Office" means, when used with respect to the Trustee, the corporate trust office of the Trustee identified as such for the performance of the functions in question, and, when used with respect to any other entity, means the principal office of such entity or such other office of such entity as may be designated by that entity in writing to the Trustee. "Purchase Agreement" means the bond purchase agreement for the Series 2011 Bonds among the County, the Corporation, the Local Government Commission and the purchasers named therein. "Rating Agency" means Moody's, Fitch or Standard & Poor's, and their respective successors and assigns. "Record Date" means the fifteenth (15'') day (whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date. "Redemption Date" means, when used with respect to any Series 2011 Bond to be redeemed,the date fixed for such redemption pursuant to Article III hereof. "Redemption Fund" means the fund created and so designated by Section 506 of this Series Resolution. "Redemption Price" means, with respect to any Series 2011 Bond (or portion thereof), the price to be paid upon redemption as set forth in Article III of this Series Resolution. "Securities Depository"means The Depository Trust Company,New York,New York or other recognized securities depository selected by the County at the request of the Corporation, which maintains a book-entry system in respect of the Series 2011 Bonds, and shall include any substitute for or successor to the securities depository initially acting as Securities Depository. 6 "Securities Depository Nominee"means, as to any Securities Depository, such Securities Depository or the nominee of such Securities Depository in whose name there shall be registered on the registration books maintained by the Trustee the Series 2011 Bond certificates to be delivered to and immobilized at such Securities Depository during the continuation with such Securities Depository of participation in its book-entry system. 3 "Serial Bonds" means the Series 2011 Bonds that are designated as Serial Bonds in the Issuance, Sale and Closing Certificate. i "Series 1999 Bonds"has the meaning set forth in the Recitals hereof. i 7 � s "Series 2011 Bonds"has the meaning set forth in the Recitals hereof. s "Series Resolution" means this Series Resolution, including any amendments or supplements hereto. "Seventh Amendment to Lease Agreement" means the Seventh Amendment to Lease j Agreement, dated as of September 1, 2011, by and between the County and the Corporation. "Sinking Fund Account" means the account by that name created in the Bond Fund under Section 502 hereof to which amounts are to be deposited in accordance with Section 505 s hereof. "Sinking Fund Requirements" means, with respect to the Series 2011 Bonds, the Sinking Fund Requirement provided in the Issuance, Sale and Closing Certificate relating to the Term Bonds. "Special Record Date" means the date fixed by the Trustee pursuant to Section 204 of this Series Resolution for the payment of Defaulted Interest. "Standard& Poor's" or"S&P" means Standard& Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Standard & Poor's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation by written notice to the County and the Trustee and acceptable to the Local Government Commission. "Tax Compliance Certificate" means the Tax Compliance Certificate dated the Date of Original Issuance of the Series 2011 Bonds and issued by the County and the Corporation. "Term Bonds" means the Series 2011 Bonds that are designated as Terms Bonds in the Issuance, Sale and Closing Certificate. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "owner", "Holder" and "Person" shall include the plural as well as the singular number. 7 ARTICLE II. THE SERIES 2011 BONDS Section 201. Authority for and Issuance of Series 2011 Bonds. (A) No Series 2011 Bonds may be issued under the provisions of this Series Resolution except in accordance with this Article. There is hereby authorized under Chapter 159, Article 5 of the General Statutes of North Carolina, the Bond Order and this Series Resolution one Series of bonds designated the "County of New Hanover, North Carolina Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center), Series 2011." The principal amount for the Series 2011 Bonds that may be issued hereunder shall not exceed$100,000,000. (B) Except as otherwise provided in this Series Resolution, the Series 2011 Bonds shall be substantially in the form attached hereto as Exhibit A. The Series 2011 Bonds shall bear interest from their respective dates and shall be issuable as registered bonds in Authorized Denominations. Unless the County shall otherwise direct, the Series 2011 Bonds shall be numbered from R-1 upward. The Series 2011 Bonds, as initially issued, will be dated as of their Date of Original Issuance. Section 202. Maturity, Interest Rates. (A) The Series 2011 Bonds shall bear interest (calculated on the basis of a 360-day year consisting of twelve 30-day months) at the rates, shall consist of Serial Bonds and Term Bonds and shall mature (subject to the right of prior redemption as hereinafter set forth) on the Maturity Dates set forth in the Issuance, Sale and Closing Certificate; provided, however, that the issuance of the Series 2011 Bonds and the proposed refunding shall result in aggregate net present value debt service savings that equal or exceed 3.0% of the Series 1999 Bonds to be refunded; and,provided further,the final maturity of the Series 2011 Bonds shall not be later than on October 1, 2028. (B) The principal of, premium, if any, and interest on and the Redemption Price of the Series 2011 Bonds shall be payable in any currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Section 203. Payment of Principal of and Interest on the Series 2011 Bonds. The principal or Redemption Price of the Series 2011 Bonds shall be payable by check in lawful money of the United States of America upon presentation at the Principal Office of the Trustee to the registered owners of the Series 2011 Bonds on such date. Interest on the Series 2011 Bonds shall be paid to the Person whose name appears on the Bond Register as the Holder thereof as of the close of business on the Record Date for each Interest Payment Date. Payment of the interest shall be made by check mailed by first class mail to such Holder at its address as it appears on such registration books, or, upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of the Series 2011 Bonds, submitted to the Trustee at least five Business Days prior to the Record Date, by wire transfer in immediately available funds to an account within the United States of America designated by such Holder. As long as Cede & Co. is the Holder of the Series 2011 Bonds, said principal or Redemption Price and interest payments shall be made to Cede & Co. by wire transfer in immediately available funds. CUSIP number identification shall accompany all payments of principal or Redemption Price and interest whether by check or by wire transfer. 8 b Section 204. Defaulted Interest. Defaulted Interest with respect to any Series 2011 Bond shall cease to be payable to the holder of such Series 2011 Bond on the relevant Record E Date and shall be payable to the holder in whose name such Series 2011 Bond is registered at the close of business of the Trustee on the special record date (the "Special Record Date") for the payment of such Defaulted Interest, which shall be fixed in the following manner. The County , shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series 2011 Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the County shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the holders of the Series 2011 Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the County and the Corporation of such Special Record Date and, in the name and at the expense of the County and the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder of a Series 2011 Bond at the address of such holder as it appears on the registration books kept by the Trustee not less than 10 days prior to such Special Record Date. Such Defaulted Interest shall be paid to the holders of the Series 2011 Bonds on which such Defaulted Interest is to be paid in whose names such Series 2011 Bonds are registered on such Special Record Date. i Section 205. Temporary Series 2011 Bonds. Series 2011 Bonds may be initially issued in temporary form exchangeable for definitive Series 2011 Bonds of the same Series, if any, when ready for delivery. The temporary Series 2011 Bonds shall be of such denomination or denominations as may be determined by the County and may contain such reference to any of the provisions of this Series Resolution as may be appropriate. Every temporary Series 2011 Bond shall be executed by the County and be authenticated by the Trustee upon the same conditions and in substantially the same manner as { the definitive Series 2011 Bonds. If the County issues temporary Series 2011 Bonds it will execute and furnish definitive Series 2011 Bonds without delay and thereupon the temporary Series 2011 Bonds may be surrendered for cancellation in exchange therefor at the Principal Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such # temporary Series 2011 Bonds an equal aggregate principal amount of definitive Series 2011 Bonds of the same subseries, if any, and maturity of authorized denominations. Until so exchanged, the temporary Series 2011 Bonds shall be entitled to the same benefits under this Series Resolution as definitive Series 2011 Bonds authenticated and delivered hereunder. Section 206. Mutilated, Lost, Stolen or Destroyed Bonds. In the event a temporary or definitive Series 2011 Bond is mutilated, lost, stolen or destroyed, the County may execute and the Trustee may authenticate a new Series 2011 Bond of like form, date, subseries, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Series 2011 Bond, such mutilated Series 2011 Bond shall first be surrendered to the g Trustee, and in the case of any lost, stolen or destroyed Series 2011 Bond, there shall be first { 9 e 53 furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the County and the Trustee, together with indemnity satisfactory to them. In the event any such Series 2011 Bond shall have matured, instead of issuing a duplicate Series 2011 Bond, the County or the Trustee may pay the same without surrender thereof. The County and the Trustee may charge the holder or owner of such Series 2011 Bond with their reasonable fees and expenses in this connection. Section 207. Transfer and Exchange of Series 2011 Bonds; Persons Treated as Owners. The County shall cause the Bond Register to be kept by the Trustee at its Principal Office. Upon surrender for transfer of any Series 2011 Bond at the Principal Office of the Trustee, the County shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Series 2011 Bond or Series 2011 Bonds of the same subseries and maturity and of authorized denomination for the aggregate principal amount which the registered owner is entitled to receive. Any Series 2011 Bond or Series 2011 Bonds may be exchanged at said office of the Trustee for a like aggregate principal amount of Series 2011 Bond or Series 2011 Bonds of the same maturity of other authorized denominations. The execution by the County of any Series 2011 Bond shall constitute full and due authorization of such Series 2011 Bond, and the Trustee shall thereby be authorized to authenticate, date and deliver such Series 2011 Bond. On each date on which the Trustee authenticates and delivers a Series 2011 Bond, it shall complete the information required to be inserted by the form of Series 2011 Bond and shall keep a record of such information. All Series 2011 Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the registered owner or by such owner's duly authorized attorney. No service charge shall be imposed upon the owner for any exchange or transfer of Series 2011 Bonds. The County, the Corporation and the Trustee may, however, require payment by the person requesting an exchange or transfer of Series 2011 Bonds of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto, except in the case of the issuance of a Series 2011 Bond or Series 2011 Bonds for the unredeemed portion of a Series 2011 Bond surrendered for redemption. The County, the Trustee and any Paying Agent shall not be required to register the transfer or exchange of any Series 2011 Bond (i) after notice calling such Series 2011 Bond or portion thereof for redemption has been mailed or (ii) during the fifteen day period next preceding the mailing of a notice of redemption of the Series 2011 Bonds of the same Series, if any, and maturity. New Series 2011 Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same debt as the Series 2011 Bonds surrendered, shall 10 9 f be secured by the Bond Order and this Series Resolution and shall be entitled to all of the security and benefits hereof to the same extent as the Series 2011 Bond surrendered. The County, the Trustee and any Paying Agent may treat the registered owner of any Series 2011 Bond as the absolute owner thereof for all purposes, whether or not such Series 2011 Bond shall be overdue, and shall not be bound by any notice to the contrary. All payments of or on account of the principal of and premium, if any, and interest on any such Series 2011 Bond as herein provided shall be made only to or upon the written order of the registered owner thereof y or his legal representative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2011 j Bond to the extent of the sum or sums so paid. i Any Series 2011 Bond surrendered for the purpose of payment or retirement or for exchange or transfer or for replacement pursuant to this Section 207 shall be cancelled upon surrender thereof to the Trustee or any Paying Agent. Any such Series 2011 Bonds cancelled by any Paying Agent other than the Trustee shall be promptly transmitted by such Paying Agent to the Trustee. Certification of Series 2011 Bonds cancelled by the Trustee and Series 2011 Bonds cancelled by a Paying Agent other than the Trustee which are transmitted to the Trustee shall be made to the County and to the Corporation. Cancelled Series 2011 Bonds may be destroyed by $ the Trustee unless instructions to the contrary are received from the County and the Corporation. i Section 208. Book-Entry Only System. It is intended that the Series 2011 Bonds be # registered so as to participate in a securities depository system with the Securities Depository, as set forth herein. The Series 2011 Bonds shall be initially issued in the form of a separate single fully registered Series 2011 Bond for each date on which the Series 2011 Bonds are stated to mature. Upon initial issuance, the ownership of each such Series 2011 Bond shall be registered on the Bond Register in the name of Cede & Co., or any successor thereto, as nominee for the Securities Depository. The County's Letter of Representations is on file with the Securities a Depository. With respect to Series 2011 Bonds registered in the Bond Register in the name of Cede & Co., as nominee of the Securities Depository, the County and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Securities Depository holds Series 2011 Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Series 2011 Bonds (each such person being herein referred to as an"Indirect Participant"). Without limiting the immediately preceding sentence, the County and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Securities Depository, Cede & Co., any Depository Participant or any Indirect Participant with respect to the ownership interest in the Series 2011 Bonds, (b)the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2011 Bond as shown in the Bond Register, of any notice with respect to the Series 2011 Bonds, including any notice of redemption, (c)the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2011 Bond as shown in the Bond 3 Register, of any amount with respect to principal of, premium, if any, or interest on, the Series 2011 Bonds, (d) any consent given by the Securities Depository as registered owner, or (e) 11 a subject to Article III hereof, the selection by the Securities Depository or any Depository Participant of any beneficial owners to receive payment if Series 2011 Bonds are redeemed in part. While in the Securities Depository System, no person other than Cede & Co., or any successor thereto, as Securities Depository Nominee for the Securities Depository, shall receive a Series 2011 Bond certificate with respect to any Series 2011 Bond. Upon delivery by the Securities Depository to the Trustee of written notice from the Securities Depository to the effect that the Securities Depository has determined to substitute a new Security Depository Nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Series 2011 Bonds at the close of business on the Record Date applicable to any interest payment date, the name "Cede & Co." in this Series Resolution shall refer to such new Securities Depository Nominee of the Securities Depository. Section 209. Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event that (a) the Trustee determines that the Securities Depository is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the Letter of Representations shall be terminated for any reason or (c)the Corporation or the County determines that it is in the best interests of the beneficial owners of the Series 2011 Bonds that they be able to obtain certificated Series 2011 Bonds, the County shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify the Securities Depository and the DTC Participants of the appointment of such successor securities depository and transfer one or more separate Series 2011 Bond certificates to such successor securities depository or (ii) notify the Securities Depository of the availability through the Securities Depository of Series 2011 Bond certificates and transfer one or more separate Series 2011 Bond certificates to DTC Participants having Series 2011 Bonds credited to their Securities Depository accounts. In such event, the Series 2011 Bonds shall no longer be restricted to being registered on the Bond Register in the name of Cede & Co., as nominee of the Securities Depository but may be registered in the name of the successor security depository, or its nominee, in whatever name or names registered owners of Series 2011 Bonds transferring or exchanging Series 2011 Bonds shall designate, in accordance with the provisions hereof. Section 210. Payments and Notices to Cede & Co. Notwithstanding any other provision of this Series Resolution to the contrary, so long as any Series 2011 Bond is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect to principal of, premium, if any, and interest on such Series 2011 Bond and all notices with respect to such Series 2011 Bond shall be made and given, respectively, in the manner provided in the Letter of Representations. Section 211. Conditions Precedent to Initial Delivery of Series 2011 Bonds. The Series 2011 Bonds shall be deposited with the Trustee for authentication, but before the Series 2011 Bonds shall be delivered by the Trustee, there shall be filed with the Trustee the documents required by Section 208 of the Bond Order and the following: 12 Y I (a) a copy, duly certified by the Clerk to the Board of Commissioners of the County ! to be a true and correct copy, of the Bond Order, this Series Resolution and the Seventh Amendment to Lease Agreement; (b) a copy, duly certified by the Secretary or Assistant Secretary of the Corporation to be a true and correct copy, of the resolutions adopted by the Board of Trustees of the Corporation authorizing the execution, delivery and performance of the Seventh Amendment to the Lease Agreement and the Purchase Agreement and approving this Series Resolution, the issuance and sale of the Series 2011 Bonds, the Preliminary Official Statement and the Official Statement j related to the Series 2011 Bonds; (c) an Opinion of Counsel for the County to the effect that (i) the County or the Corporation has obtained from such governmental authorities, boards, agencies, or commissions having jurisdiction over the Health Care System all approvals, consents, authorizations, certifications, and other orders that are necessary for the operation of the Health Care System that reasonably could have been obtained as of the date of delivery of the Series 2011 Bonds and 3 that if further approvals, consents, authorizations, certifications, and orders are necessary for the operation of the Health Care System such counsel has no reason to believe that the County or the Corporation will not be able to obtain the same, when required, (ii) the Bond Order, this Series } Resolution and all other resolutions relating to the issuance of the Series 2011 Bonds have been duly adopted at meetings of the Board duly called and held in accordance with law and at which quorums were present and acting throughout, and that the Bond Order,this Series Resolution and such other resolutions remain in full force and effect and have not been amended or modified in any respect, (iii) the form, terms, execution and issuance of the Series 2011 Bonds have been s duly authorized, (iv) the form and terms of the Bond Order and this Series Resolution for the Series 2011 Bonds have been duly authorized, (v) each of the Bond Order, this Series Resolution constitutes a binding and valid agreement of the County that is enforceable in accordance with its terms, (vi) no provision of the Bond Order, this Series Resolution or the Purchase Agreement violates any federal or North Carolina statutory or constitutional provision, including without z limitation, any provisions of the Act or results in or constitutes a default under or conflicts with any agreement, indenture, or other instrument to which the County is a party or by which it may be bound, or any current order, rule, regulation, decree, or ordinance of any court, government, governmental authority or body having jurisdiction over the County or its property, and of which she has knowledge after due inquiry, (vii) the adoption of the Bond Order and this Series Resolution is not subject to any authorization, consent, approval, or review of any governmental 3 body, public officer, or regulatory authority required on the date of her opinion and not theretofore obtained or effected, (viii) there is no litigation, proceeding, or governmental investigation pending or threatened before any court or governmental agency or body challenging the validity of the Bond Order, this Series Resolution, the Purchase Agreement or the Seventh Amendment to Lease Agreement or the transactions contemplated therein, or of the Series 2011 Bonds, or the corporate existence or the boundaries of the County or the title of any of the officers of the County to their respective offices, and (ix) all conditions precedent to the delivery of the Series 2011 Bonds have been fulfilled; e (d) an Opinion of Counsel for the Corporation to the effect that (i) the County or the i 4 Corporation has obtained from such governmental authorities, boards, agencies, or commissions g having jurisdiction over the Health Care System all approvals, consents, authorizations, 13 certifications, and other orders that are necessary for the operation of the Health Care System that reasonably could have been obtained as of the date of delivery of the Series 2011 Bonds and that if further approvals, consents, authorizations, certifications, and orders are necessary for the operation of the Health Care System such counsel has no reason to believe that the County or the Corporation will not be able to obtain the same, when required, (ii) the Bond Order, this Series Resolution and all other resolutions relating to the issuance of the Series 2011 Bonds have been duly approved at meetings of the Board of Trustees of the Corporation duly called and held in accordance with law and at which quorums were present and acting throughout, (iii) the execution, delivery and performance of the Seventh Amendment to Lease Agreement and the Purchase Agreement have been duly approved at meetings of the Board of Trustees of the Corporation duly called and held in accordance with law and at which quorums were present and acting throughout, and (iv) there is no litigation, proceeding, or governmental investigation pending or threatened before any court or governmental agency or body challenging the validity of the Bond Order, this Series Resolution, the Seventh Amendment to Lease Agreement, the Purchase Agreement or the transactions contemplated therein, or of the Series 2011 Bonds, or the corporate existence of the Corporation or the title of any of the officers of the Corporation to their respective offices; (e) an Opinion of Bond Counsel to the effect that the issuance of the Series 2011 Bonds has been duly authorized, that the Series 2011 Bonds constitute valid and binding special obligations of the County in accordance with their terms and that assuming compliance with the requirements of the Code and certain covenants in this Series Resolution and the Tax Compliance Certificate, under existing law interest on the Series 2011 Bonds is excluded from gross income for federal income tax purposes and is exempt from North Carolina income taxes; (f) an Issuance, Sale and Closing Certificate setting forth the following: (1) the aggregate principal amount of Series 2011 Bonds to be issued, not in excess of the maximum amount previously established in Section 201, (2) the designation of and the schedule of maturities and amounts of the Serial Bonds, (3) the designation of and the Sinking Fund Requirements for an amount of the Term Bonds, (4) the rates of interest for each of the Serial Bonds and the Term Bonds, (5) the optional redemption dates and redemption premium, if any; and (g) evidence of compliance with Section 1201 of the Bond Order When the documents mentioned in Section 208 of the Bond Order and paragraphs (a) to (g), inclusive, of this Section shall have been filed with the Trustee and when the Series 2011 Bonds shall have been executed and authenticated as required by this Series Resolution and the Bond Order, the Trustee shall deliver the Series 2011 Bonds at one time to the State Treasurer for delivery to the Securities Depository, but only upon payment to the Trustee of the purchase price of the Series 2011 Bonds. 14 i Section 212. Authorization of Refunding and Optional Redemption of Series 1999 Bonds. Upon the direction of a Corporation Representative, the County Manager and the Finance Director are each hereby authorized to determine on the date of sale of the Series 2011 Bonds whether it is in the best interests of the County to refund or not to refund all or any portion of the outstanding Series 1999 Bonds and which maturities of the outstanding Series 1999 Bonds are to be so refunded, so long as such refunding will result in net present value debt service savings that equals or exceeds 3.00% of the Series 2011 Bonds. Upon the direction of a Corporation Representative, the Board hereby directs that the Series 1999 Bonds maturing on or after October 1, 2012 be called for optional redemption on October 1, 2011, subject to the refunding of such Series 1999 Bonds in connection with the issuance of the Series 2011 Bonds. The distribution of a conditional notice of redemption of such Series 1999 Bonds in the manner set forth therein and in the Series Resolution authorizing the issuance of the Series 1999 Bonds is hereby ratified, authorized and approved. ARTICLE III. REDEMPTION OF BONDS Section 301. Redemption Dates and Prices. (A) Optional and Extraordinary Redemption. The Series 2011 Bonds are subject to redemption by the County at the direction of the Corporation in whole or in part on any date at a Redemption Price equal to 100%of the principal amount thereof, without premium, plus accrued interest to the Redemption Date, to the extent available, from Net Proceeds (as defined in the Bond Order) resulting from insurance carried or maintained with respect to the Health Care System as required by clauses (ii) and (v) of Section 608(a) of the Bond Order, and Net Proceeds resulting from Eminent Domain (as defined in the Bond Order) proceedings, pursuant to Section 609 of the Bond Order, to the extent such Net Proceeds exceed 10% of Net Book Value (as defined in the Bond Order). The Series 2011 Bonds are also subject to mandatory redemption in whole only on any date to the extent available from money deposited by the Corporation in the Redemption Fund at a Redemption Price equal to 100% of the principal amount thereof, without premium,plus accrued interest to the Redemption Date in the event that,by reason of any change in any federal or State law or of any legislative, administrative or judicial action or 4 administrative failure of action, (i) the Lease becomes unenforceable or impossible to perform a without unreasonable delay or (ii) unreasonable burdens or excessive liabilities are imposed on the County or the Corporation, including, without limitation, the imposition of federal, state or other ad valorem property, income or other taxes not being imposed on the date of the Lease. (B) Terms of Redemption. 3 (1) Optional Redemption of Series 2011 Bonds. The Series 2011 Bonds shall ? be subject to redemption at the option of the County, at the direction of the Corporation, y in the manner and upon the terms set forth in the Issuance, Sale and Closing Certificate. k 5 15 i 7 i j (2) Sinking Fund Account Redemption. The Series 2011 Bonds designated as Term Bonds in the Issuance, Sale and Closing Certificate shall be redeemed pursuant to mandatory sinking fund redemption on October 1 in the year or years and principal amounts as set forth in the Issuance, Sale and Closing Certificate, at a Redemption Price equal to 100% of the principal amount of such Series 2011 Bonds to be redeemed, plus accrued interest to the Redemption Date. (3) Minimum Redemption Amount. No redemption of less than all of the Series 2011 Bonds of a Series at the time outstanding shall be made pursuant to the provisions of Section 301 unless (i) the aggregate principal amount of such Series 2011 Bonds to be redeemed is equal to or greater than$100,000 and (ii) the Series 2011 Bonds are redeemed in Authorized Denominations. (C) Purchase in Lieu of Redemption. In lieu of redeeming Series 2011 Bonds pursuant to this Section 301, the Trustee may, at the request of the County, upon the direction of the Corporation, use such funds otherwise available hereunder for redemption of Series 2011 Bonds to purchase Series 2011 Bonds identified by the County, upon the direction of the Corporation, at a price specified by the County, upon the direction of the Corporation, not exceeding the Redemption Price then applicable hereunder. In the case of any optional or extraordinary redemption or any purchase and cancellation of Series 2011 Bonds, the Trustee shall apply as a credit against the required Sinking Fund Account deposits with respect to such Term Bonds the amount of such Term Bonds in such order as the County, upon the direction of the Corporation, elects in writing prior to such optional or extraordinary redemption or purchase and cancellation or, if no election is made, in the inverse order thereof. The Trustee shall cancel all such Series 2011 Bonds purchased pursuant to this Section 301(C). Section 302. Notice of Redemption; Selection of Series 2011 Bonds for Redemption; and Cancellation. (A) Not less than thirty (30) days but not more than sixty (60) days before the redemption date of any Series 2011 Bonds, whether such redemption be in whole or in part, the Trustee shall cause a notice of any redemption signed by the Trustee to be mailed, postage prepaid, to all Holders owning Series 2011 Bonds to be redeemed in whole or in part provided that notice to the Securities Depository shall be sent in accordance with the Securities Depository's policies and procedures. Failure to mail any such notice to any Holder or any defect in any notice so mailed shall not affect the validity of the proceedings for the redemption of the Series 2011 Bonds of any other Holders to whom notice was properly given. Each such notice shall set forth: the CUSIP numbers and bond certificate numbers of the Series 2011 Bonds to be redeemed, the interest rate of the Series 2011 Bonds to be redeemed, the Date of Original Issuance of the Series 2011 Bonds to be redeemed, the Redemption Date, the Redemption Price to be paid, the maturities of the Series 2011 Bonds to be redeemed and, in the case of Series 2011 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, the address and telephone number of the Trustee, the date of the redemption notice, and that on the Redemption Date the Series 2011 Bonds called for redemption will be payable at the principal corporate trust office of the Trustee, that from that date interest will cease to accrue and be payable and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Series 2011 Bonds. If any Series 2011 Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the Redemption Date, upon 16 i 3 i 1 f I surrender of such Series 2011 Bond, a new Series 2011 Bond in principal amount equal to the unredeemed portion of such Series 2011 Bond will be issued. i Any notice of redemption, except a notice of redemption in respect of a mandatory sinking fund redemption, at the direction of the Corporation, may state that the redemption to be effected is conditioned upon the receipt by the Trustee on or prior to the Redemption Date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2011 Bonds or portions thereof to be redeemed, and if such moneys are not so received, such notice shall be of no force or effect and such Series 2011 Bonds shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series 2011 Bonds are not received by the Trustee } on or prior to the Redemption Date, the redemption shall not be made, and the Trustee shall h within a reasonable time thereafter give notice, in the manner in which the notice of redemption E was given,that such moneys were not so received. In addition, at least 30 days before the Redemption Date, such notice shall be given by first class mail, postage prepaid, to the Local Government Commission. Neither failure to give any such notice nor any defect in any such notice so given to the Local Government Commission 3 shall affect the sufficiency of the proceedings for the redemption of such Series 2011 Bonds. Notice of redemption of Series 2011 Bonds shall be given by the Trustee, at the expense of the Corporation, for and on behalf of the County. fi (B) The Series 2011 Bonds shall be redeemed only in Authorized Denominations. If a less than all the Series 2011 Bonds are called for redemption, the Series 2011 Bonds of each maturity to be so redeemed shall be called for redemption in the manner set forth in a certificate of the Corporation filed with the Trustee. If less than all of the Series 2011 Bonds of any one maturity are to be called for redemption, the Trustee shall select the Series 2011 Bonds of each such maturity to be redeemed by lot, each $5,000 portion of principal being counted as one Series 2011 Bond for this purpose; provided, however, that so long as the only Owner of the Series 2011 Bonds is a Securities Depository Nominee, such selection shall be made by the Securities Depository by lot in accordance with its operating rules and procedures. ti (C) If less than all of a Series 2011 Bond is selected for redemption, the Owner thereof shall present and surrender such Series 2011 Bond to the Trustee for payment of the principal amount thereof so called for redemption, and the redemption premium, if any, on such principal amount, and the County shall, if necessary, execute and the Trustee shall authenticate and deliver to or upon the order of such Owner, without charge, for the unredeemed portion of the principal amount of the Series 2011 Bond so surrendered, a new Series 2011 Bond of the same maturity and designation, bearing interest at the same rate of any Authorized Denominations. (D) Series 2011 Bonds presented and surrendered in accordance with the provisions t of this Section shall be canceled upon the surrender thereof. (E) On or before the date upon which Series 2011 Bonds are to be redeemed, the County shall deposit, or cause to be deposited, with the Trustee money or Defeasance 17 r i Obligations, or a combination of both, that will be sufficient to pay on the Redemption Date the Redemption Price of, and interest accruing on, the Series 2011 Bonds or portions thereof to be redeemed on such Redemption Date. On the Redemption Date, notice having been given in the manner and under the conditions hereinabove provided, the Series 2011 Bonds or portions thereof called for redemption shall be due and payable at the Redemption Price provided therefor, plus accrued interest to such date (except in the case of a conditional redemption authorized by Section 302(A) if moneys are not so available), and if moneys sufficient to pay the Redemption Price of the Series 2011 Bonds or portions thereof to be redeemed plus accrued interest thereon to the Redemption Date are held by the Trustee in trust for the owners of the Series 2011 Bonds or portions thereof to be redeemed, interest on the Series 2011 Bonds or portions thereof called for redemption shall cease to accrue on such Redemption Date; such Series 2011 Bonds or portions thereof shall cease to be entitled to any benefits or security under the Bond Order or this Series Resolution or to be deemed Outstanding; and the owners of such Series 2011 Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the Redemption Price thereof,plus accrued interest to the Redemption Date. ARTICLE IV. APPLICATION OF SERIES 2011 BOND PROCEEDS Section 401. Deposit of Funds. (A) The net proceeds from the sale of the Series 2011 Bonds shall be applied as follows: (i) To the Trustee the Redemption Price of the Series 1999 Bonds, less the amount available from existing debt service funds, to be paid to the Holders of the Series 1999 Bonds; and (ii) The balance of the proceeds shall be deposited to the Expense Fund to pay the costs of issuance of the Series 2011 Bonds. Section 402. Expense Fund. The County shall establish with the Trustee a separate fund to be known as the "Expense Fund—New Hanover Regional Medical Center—Series 2011" (the "Expense Fund"). Amounts on deposit in the Expense Fund shall be disbursed upon the written request of the Corporation and the County for the payment of expenses for any recording, trustee's and depository's fees and expenses, accounting and legal fees, financing costs, and other fees and expenses incurred or to be incurred by or on behalf of the County or the Corporation in connection with or incident to the issuance and sale of the Series 2011 Bonds and the refunding of the outstanding Series 1999 Bonds. At such time as the Trustee is furnished with a written notice of the Corporation stating that all such fees and expenses have been paid, the Trustee shall, upon the written request of the Corporation, transfer any moneys remaining in the Expense Fund to the Interest Account and the Trustee shall close the Expense Fund. 18 ARTICLE V. SECURITY; FUNDS AND ACCOUNTS Section 501. Security for the Series 2011 Bonds. In addition to the security for the Series 2011 Bonds granted by the County pursuant to Section 405 of the Bond Order, the County hereby grants to the Holders and to the Trustee, on behalf of the Holders, a pledge of the money and securities in the funds and accounts established under this Series Resolution, and the income from the temporary investment thereof. Section 502. Establishment of Funds and Accounts. There are hereby established with the Trustee the following funds and accounts: (A) The New Hanover County 2011 New Hanover Regional Medical Center Revenue Bond Fund in which there are established three special accounts to be known as the Principal Account, Interest Account and the Sinking Fund Account; and (B) The New Hanover County 2011 New Hanover Regional Medical Center Redemption Fund. Section 503. Principal Account. On or prior to three Business Days next preceding each October 1,the Trustee shall deposit in the Principal Account, beginning on the date set forth in the Issuance, Sale and Closing Certificate, such amounts as shall be sufficient to make full and timely payments of the principal of all Serial Bonds due on the next ensuing October 1; provided, however, that no deposit pursuant to this paragraph need be made to the extent that there is a sufficient amount already on deposit in the Principal Account for that purpose. If sufficient funds to make the transfers described in this Section 503 are not available in the Bond Fund on the third Business Day preceding each October 1, the Trustee will give Immediate Notice thereof to the County, Corporation and the Local Government Commission, promptly confirmed in writing. Section 504. Interest Account. On or prior to three Business Days next preceding each Interest Payment Date, the Trustee shall deposit in the Interest Account an amount which will be equal to the interest to become due on the Series 2011 Bonds on such Interest Payment Date; provided, however, that no deposit pursuant to this paragraph need be made to the extent that there is a sufficient amount already on deposit in the Interest Account for that purpose. If sufficient fimds to make the transfers described in this Section 504 are not available in the Bond Fund on the third Business Day preceding an Interest Payment Date, the Trustee will give Immediate Notice thereof to the County and the Corporation,promptly confirmed in writing. Section 505. Sinking Fund Account. On or prior to three Business Days preceding each Maturity Date and each mandatory Sinking Fund Account Redemption Date, the Trustee shall deposit in the Sinking Fund Account an amount which is equal to the principal of the Series 2011 Bonds next to become due by maturity or mandatory Sinking Fund Account redemption. No such deposit need be made, however, to the extent that there is a sufficient amount already on deposit and available for such purpose in the Sinking Fund Account to be applied to such next maturity or mandatory Sinking Fund Account redemption payment. If sufficient funds to make 19 the transfers to the Sinking Fund Account described in this Section 505 are not available on the third Business Day preceding any Maturity Date or mandatory Sinking Fund Account Redemption Date, the Trustee will give Immediate Notice thereof to the County and the Corporation. Moneys on deposit in the Sinking Fund Account, other than income earned thereon which is to be transferred to other funds created hereunder and except as otherwise provided in the Bond Order, shall be applied by the Trustee to pay principal on the Series 2011 Bonds as it becomes due and to redeem the Series 2011 Bonds in accordance with the mandatory Sinking Fund Account redemption schedule provided for in Section 301 hereof. In lieu of such mandatory Sinking Fund Account redemption, the Trustee shall, at the written request of the Corporation, purchase for cancellation an equal principal amount of Series 2011 Bonds of the Series and maturity to be redeemed in the open market identified by the Corporation at prices specified by the Corporation not exceeding the principal amount of the Series 2011 Bonds being purchased plus accrued interest with such interest portion of the purchase price to be paid from the Interest Account and the principal portion of such purchase price to be paid from the Sinking Fund Account. In addition, the amount of Series 2011 Bonds to be redeemed on any date pursuant to the mandatory Sinking Fund Account redemption schedule shall be reduced by the principal amount of Series 2011 Bonds of the Series and maturity required to be redeemed which are acquired by the County or the Corporation and delivered to the Trustee for cancellation. Section 506. Redemption Fund. In the event of a deposit with the Trustee by the County of moneys from any other source for redeeming Series 2011 Bonds or the purchase of Series 2011 Bonds for cancellation, except as otherwise provided in this Series Resolution, such moneys shall be deposited in the Redemption Fund. Moneys on deposit in the Redemption Fund shall be used for the redemption or purchase of Series 2011 Bonds in accordance with the provisions of Article III hereof. ARTICLE VI. DEPOSITORIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS Section 601. Security for Deposits. Any and all money deposited or cause to be deposited by the County with the Trustee (or one or more other Depositaries as provided in the Bond Order), except for the amounts in the Operating Fund to be used to pay Operating Expenses, shall be trust funds under the terms hereof and shall not be subject to any lien or attachment by any creditor of the County or the Corporation. Such money shall be held in trust and applied in accordance with the provisions of this Series Resolution and the Bond Order. Until money deposited with the Trustee or any other Depositary hereunder is invested in Investment Obligations,the amount of money in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other federal agency shall be continuously secured, for the benefit of the County and the Holders, either(a)by lodging with a bank or trust company chosen by the Trustee as custodian or, if then permitted by law,by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Government Obligations or other marketable securities eligible as security for the deposit of trust funds under regulations of 20 the Comptroller of the Currency of the United States or applicable State law or regulations, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in clause (a) above is not permitted by applicable law, then in such other manner as may then be required or permitted by applicable State or federal laws and regulations regarding the security for, or granting a preference in the case of,the 3 deposit of trust funds; provided, however, that it shall not be necessary for the Trustee to give 1 security for the deposit of any money with it for the payment of the principal of or the redemption premium or the interest on any Series 2011 Bonds, or for the Trustee or any Depositary to give security for any money that shall be represented by obligations purchased under the provisions of this Article as an investment of such money. All money deposited with the Trustee or any Depositary shall be credited to the particular q fund or account to which such money belongs. Section 602. Investment of Money. Money held for the credit of all funds and accounts created under this Series Resolution or the Bond Order shall be continuously invested and reinvested by the Trustee in Investment Obligations to the extent practicable. Any such Investment Obligations shall mature not later than the respective dates when the money held for the credit of such funds or accounts will be required for the purposes intended. Notwithstanding the foregoing, no Investment Obligations in any fund or account may mature beyond the latest 4 maturity date of any Series 2011 Bonds Outstanding at the time such Investment Obligations are t deposited. For the purposes of this Section, the maturity date of repurchase agreements is the maturity date of such repurchase agreements and not the maturity date of the underlying obligations. 4 The County or the Corporation may at any time give to the Trustee written directions respecting the investment of any money required to be invested hereunder, subject, however, to the provisions of this Article, and the Trustee shall then invest such money under this Section as so directed by the County or the Corporation. The Trustee may request, in writing, direction or authorization of the County or the Corporation with respect to the proposed investment of money i under the provisions of this Series Resolution. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the County or the Corporation j will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. Investment Obligations acquired with money and credited to any fund or account established under this Series Resolution or the Bond Order shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide moneys to make any payment or transfer of moneys from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. 21 t x Whenever a payment or transfer of money between two or more of the funds or accounts established pursuant to this Series Resolution or the Bond Order is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this ARTICLE VI, provided that the Investment Obligations transferred are those in which moneys of the receiving fund or account could be invested at the date of such transfer. Section 603. Valuation. For the purpose of determining the amount on deposit to the credit of any such fund or account, Investment Obligations in which money in any fund or account is invested shall be valued (a) at cost if such Investment Obligations mature within six months from the date of valuation thereof, and (b) if such Investment Obligations mature more than six months after the date of valuation thereof, at the price at which such Investment Obligations are redeemable by the holder at his option if so redeemable, or, if not so redeemable, at the lesser of (i) the cost of such Investment Obligations minus the amortization of any premium or plus the amortization of any discount thereon and (ii) the market value of such Investment Obligations. The Investment Obligations in such funds and accounts shall be valued at any time requested by the County Representative or the Corporation Representative on reasonable notice to the Trustee (which period of notice may be waived or reduced by the Trustee); provided, however, that the Trustee shall not be required to value the Investment Obligations more than once in any calendar month. ARTICLE VII. EVENTS OF DEFAULT Section 701. Events of Default. The events of default set forth in Section 701 of the Bond Order shall each constitute an Event of Default under this Series Resolution, and the Trustee shall have all rights and remedies hereunder as set forth in the Bond Order. ARTICLE VIII. THE TRUSTEE Section 801. Acceptance of Duties by Trustee. The Trustee shall signify its acceptance of the duties and obligations and the trusts imposed upon it by this Series Resolution and the Bond Order by execution of the certificate of authentication on the Series 2011 Bonds. ARTICLE IX. SUPPLEMENTAL SERIES RESOLUTIONS Section 901. Procedure for Adoption of Supplemental Series Resolutions. The County may, from time to time and at any time, adopt such resolutions amending and supplementing the provisions of this Series Resolution in the same manner as is provided in Sections 1001 and 1002 of the Bond Order for the adoption of supplemental bond orders and the provisions of said Sections 1001 and 1002 are hereby incorporated herein and made applicable 22 I f s i i hereto in the same manner as if herein set forth. Any amendment to the provisions set forth in Articles II and III, shall require the prior approval of the Local Government Commission. i Section 902. Exclusion of Series 2011 Bonds. Series 2011 Bonds owned or held by or for the account of the County or the Corporation or any Affiliate shall not be deemed Outstanding Bonds for the purpose of any consent or other action or any calculation of Outstanding Bonds provided for in this Article, or Articles VII, VIII, X or XI of the Bond Order, and neither of such parties as Holders of such Series 2011 Bonds shall be entitled to consent or take any other action provided for in this Article, or Articles VII, VIII, X or XI of the Bond Order. At the time of any consent or other action taken under this Article, or Articles VII, VIII, X or XI of the Bond Order, the County or the Corporation shall furnish the Trustee a certificate signed by a County Representative or a Corporation Representative, upon which the Trustee may rely, describing all Series 2011 Bonds so to be excluded. z ARTICLE X. i r DEFEASANCE Section 1001. Cessation of Interest of Holders and Repeal of Series Resolution. If, when (a) the Series 2011 Bonds shall have become due and payable in accordance with their terms or shall have been duly called for redemption, or (b) irrevocable instructions to pay such Series 2011 Bonds at their respective maturities or to call such Series 2011 Bonds for redemption, shall have been given by the County to the Trustee, the whole amount of the principal and the interest and premium, if any, so due and payable upon all Series 2011 Bonds shall be paid or if the Trustee shall hold sufficient money or noncallable Defeasance Obligations the principal of and the interest on which, when due and payable, will provide sufficient money to pay the principal of, and the interest and redemption premium, if any, on all Series 2011 fr Bonds then Outstanding to the maturity date or dates of such Series 2011 Bonds or to the date or dates specified for the redemption thereof, (c) sufficient funds shall also have been provided or g provision made for paying all other obligations payable hereunder by the County, in connection with a refunding as shown by a verification report of an Accountant as to the adequacy of the escrow, which is delivered to the Trustee, and (d) an Opinion of Counsel is delivered to the Trustee stating to the effect that the Series 2011 Bonds are deemed paid and no longer Outstanding, then and in that case the right, title and interest of the Trustee hereunder and the obligations of the County hereunder shall thereupon cease, and the County shall repeal this Series Resolution and the Trustee, on demand of the County, shall distribute any surplus in any and all balances remaining in all funds and accounts, other than money held for the redemption f or payment of Series 2011 Bonds. Otherwise, this Series Resolution shall be, continue and remain in full force and effect; provided that, in the event Defeasance Obligations shall be deposited with and held by the Trustee as hereinabove provided, (i) in addition to the requirements set forth in Article III of this Series Resolution, the Trustee, within thirty (30) days after such Defeasance Obligations shall have been deposited with it, shall cause a notice signed by the Trustee to be mailed, postage prepaid, to all Holders setting forth (a) the date or dates, if any, designated for the redemption of the Series 2011 Bonds, (b) a description of the Defeasance Obligations so held by it, and (c) that this Series Resolution has been repealed in accordance with the provisions of this Section, but failure to mail any such notice to any Holder shall not a affect the validity of the defeasance of the Series 2011 Bonds pursuant to this Section and (ii) (a) i 3 23 i a the Trustee shall nevertheless retain such rights, powers and privileges under this Series Resolution and the Bond Order as may be necessary and convenient in respect of the Series 2011 Bonds for the payment of the principal, interest and any premium for which such Defeasance Obligations have been deposited and (b) the Trustee shall retain such rights, powers and privileges under this Series Resolution and the Bond Order as may be necessary and convenient for the registration,transfer and exchange of Series 2011 Bonds. All money and Defeasance Obligations held by the Trustee pursuant to this Section shall be held in trust and applied to the payment, when due, of the obligations payable therewith. ARTICLE XI. MISCELLANEOUS PROVISIONS Section 1101. Manner of Giving Notice. All notices, demands and requests to be given to or made hereunder by the County and the Trustee shall be given or made in writing and shall be deemed to be properly given or made if sent by United States registered mail, return receipt requested,postage prepaid, addressed as follows: (A) As to the County-- County of New Hanover 230 Governmental Center Drive, Suite 165 Wilmington,North Carolina 28403 Attention: Finance Director (B) As to the Corporation-- New Hanover Regional Medical Center 2131 S. 17th Street Wilmington,North Carolina 28401 Attention: Chief Financial Officer (C) As to the Trustee-- U.S. Bank National Association Hearst Tower 214 N. Tryon Street, 27`h Floor Charlotte,North Carolina 28202 Attention: Corporate Trust Department (D) As to the Local Government Commission-- Local Government Commission of North Carolina 4505 Fair Meadow Lane, Suite 102 Raleigh,North Carolina 27607 Attention: Secretary 24 Any such notice, demand or request may also be transmitted to the appropriate above- mentioned party by telegram, telecopy or telephone and shall be deemed to be properly given or 5 made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change sent by United States registered mail, postage prepaid, to the other parties by the party effecting the change. Section 1102. Trustee, County, Corporation and Holders Alone Have Rights Under Series Resolution. Except as herein otherwise expressly provided, nothing in this Series j Resolution, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Trustee, the County, the Corporation and the Holders, any right, remedy or claim, legal or equitable, under or by reason of this Series Resolution or any provision hereof, this Series Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the Trustee,the County,the Corporation and the Holders. Section 1103. Effect of Partial Invalidity. In case any one or more of the provisions of this Series Resolution or the Series 2011 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution or the Series 2011 Bonds, but this Series Resolution and the Series 2011 Bonds shall be f construed and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Series 2011 Bonds or this Series Resolution shall for any reason be held to be in violation of any law, then such j covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the County to the full extent permitted by law. 9 7 Section 1104. Effect of Covenants. All covenants, stipulations, obligations and agreements of the County contained in this Series Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the County to the full extent permitted by the q Constitution and laws of the State. This Series Resolution is adopted with the intent that the laws of the State shall govern its construction. Section 1105. Dealing in Series 2011 Bonds. The Trustee and any bank or trust company acting as Depositary under this Series Resolution and its directors, officers, employees or agents, and any officer, employee or agent of the Trustee, may in good faith, buy, sell, own, hold and deal in any Series 2011 Bonds issued under the provisions of this Series Resolution and may join in any action which any Holder may be entitled to take with like effects as if such Trustee were not a trustee and such bank or trust company were not a Depositary under this Series Resolution. t Section 1106. Approval of Purchase Agreement and Seventh Amendment to Lease Agreement. The form, terms and provisions of the Purchase Agreement, relating to the Series 2011 Bonds and the Seventh Amendment to Lease Agreement, are hereby approved, and the Chairman or Vice Chairman of the Board of the County and the County Manager are hereby ° authorized and directed to execute and deliver the Purchase Agreement and the Seventh 4 Amendment to Lease Agreement in the forms presented at this meeting together with such s } 25 changes, modifications and additions as he, with the advice of counsel, may deem necessary and appropriate; such execution shall be conclusive evidence of the authorization and approval thereof by the County. Section 1107. Approval of Preliminary Official Statement and Official Statement. The Chairman or Vice Chairman of the Board of the County and the County Manager are hereby authorized and directed to execute and deliver the Official Statement, to be dated as of the date of distribution thereof, relating to the Series 2011 Bonds, in the form presented at this meeting together with such changes, modifications, and additions as he, with the advice of counsel, may deem necessary and appropriate; such execution and delivery shall be conclusive evidence of the approval and authorization in all respects by the County of the form and content thereof. The County hereby approves distribution of the Preliminary Official Statement relating to the Series 2011 Bonds, authorizes and approves the execution and distribution of the Official Statement and approves and consents to the use and distribution of copies of such Official Statement, the Bond Order and this Series Resolution by the underwriters in connection with the public offering of the Series 2011 Bonds. Section 1108. Appointment of County Representative and Authorization for Other Acts. (A) The Chairman and the Vice Chairman of the Board of the County, the County Manager, the Finance Director and the County Attorney are hereby appointed County Representatives with full power to carry out the duties set forth in the Bond Order and this Series Resolution. (B) The members of the Board of the County and the agents and employees of the County and the officers and agents of the Trustee are hereby authorized and directed to do all acts and things required of them by the provisions of the Series 2011 Bonds, the Seventh Amendment to Lease Agreement, the Bond Order and the Purchase Agreement for the full, punctual and complete performance of the terms, covenants, provisions and agreements of the same and also to do all acts and things required of them by the provisions of this Series Resolution. (C) The Chairman, the Vice Chairman and the Clerk to the Board of the County, and the County Manager, the Finance Director and the County Attorney, or any of them, are further authorized and directed (without limitation except as may be expressly set forth herein) to take such action and to execute and deliver any such documents, deeds, certificates, undertakings, agreements or other instruments as they, with the advice of counsel, may deem necessary or appropriate to effect the transactions contemplated by the Series 2011 Bonds, the Seventh Amendment to Lease Agreement, the Bond Order, this Series Resolution and the Purchase Agreement. Section 1109. No Recourse Against Commissioners, Directors, Officers or Employees of County, Corporation or Local Government Commission. No recourse, under or upon any statement, obligation, covenant or agreement contained in this Series Resolution, in any Series 2011 Bond hereby secured or in any document or certification whatsoever, or under any judgment obtained against the County,the Corporation or the Local Government Commission, or by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, shall be had against any 26 commissioner, director, officer or employee, as such, of the County, the Corporation or the Local Government Commission, either directly or through the County, the Corporation, the Local Government Commission, or otherwise, for the payment, for or to the County or the Corporation, or any receiver of the County or the Corporation, or for or to any Holder, or otherwise, of any sum that may be due and unpaid upon any such Series 2011 Bond. Any and all personal liability of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any such commissioner, director, officer or employee, as such, to respond, by reason of any act or omission on his or her part or otherwise, for the payment, for or to the County, the Corporation, the Local Government Commission, or any receiver of the County, the Corporation or the Local Government Commission, or for or to any Holder, or otherwise, of any sum that may remain due and unpaid upon the Series 2011 Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the adoption of this Series Resolution and the issuance of the Series 2011 Bonds. Section 1110. Headings. Any heading preceding the text of the several articles hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Series Resolution, nor shall they affect its meaning, construction or effect. Section 1111. Continuing Disclosure. The County covenants and agrees that in the event of the termination of the Lease it shall impose upon any successor lessee of the Existing Facilities or the Health Care System the same obligations, or if the County shall operate the Existing Facilities or the Health Care System, the County shall assume and perform the same obligations, imposed upon the Corporation under the Lease. If the County fails to comply with the undertaking described above, the Trustee or any beneficial owner of the Series 2011 Bonds then Outstanding may take action to protect and enforce the rights of 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 Series 2011 Bonds. Section 111Z Arbitrage. The County agrees that money on deposit in any fund or account maintained in connection with the Series 2011 Bonds, whether or not such money was derived from the proceeds of the sale of the Series 2011 Bonds or from any other sources, and whether or not the Series 2011 Bonds are Outstanding hereunder, (i)will not be used in a manner that would cause the Series 2011 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable regulations thereunder and (ii) will be used in a manner that will cause the Series 2011 Bonds not to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable regulations thereunder. The County shall observe and not violate the requirements of Section 148 of said Code and any such applicable regulations. In the event the County is of the opinion that it is necessary to restrict or limit the yield on the investment of money held by the Trustee pursuant to this Series Resolution, or to use such money in certain manners, in order to avoid the Series 2011 Bonds being considered "arbitrage bonds" within the meaning of Section 148 of the Code and the regulations thereunder as such may be applicable to the Series 2011 Bonds at such time, the County may issue to the Trustee a written certificate to such effect and appropriate instructions, in which event the Trustee shall take such action as is 27 necessary to restrict or limit the yield on such investment or to use such money in accordance with such certificate and instructions, irrespective of whether the Trustee shares such opinion. Section 1113. Tax Covenant. The County covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion of interest paid on the Series 2011 Bonds from gross income of the owners thereof for federal income tax purposes; provided, however, that the County shall have no obligation to pay any amounts necessary to comply with this covenant other than from Net Revenues or money received by the County from the Corporation. Section 1114. Notice to Local Government Commission and Rating Agencies. The Local Government Commission and each Rating Agency then rating the Series 2011 Bonds shall receive notice from the Trustee of the following events: any change in the Trustee; any material change in the Bond Order or this Series Resolution; any acceleration of the Series 2011 Bonds; and any redemption or defeasance of the Series 2011 Bonds. Section 1115. Provisions Relating to Local Government Commission. The provisions contained herein relating to any notice to, approval of or other action by the Local Government Commission may not be amended, modified or supplemented without the prior written consent of the Local Government Commission. Any such reference in this Series Resolution to the Local Government Commission shall include, in each case, any authorized representative of the Local Government Commission. Section 1116. Amended and Restated Series Resolution Effective. This Series Resolution shall take effect immediately upon its adoption. 28 z Exhibit A [Form of Series 2011 Bonds] United States of America State of North Carolina County of New Hanover,North Carolina } Hospital Revenue Refunding Bond (New Hanover Regional Medical Center) Series 2011 R- $ 5 Interest Rate Maturity Date Dated of Original CUSIP Issuance x S PRINCIPAL SUM: r REGISTERED OWNER: CEDE&CO. s The County of New Hanover(the "County"), a political subdivision of the State of North Carolina, for value received, hereby promises to pay, solely from the sources and in the manner hereinafter provided, to the registered owner identified above, or registered assigns, on the maturity date set forth above (or earlier as hereinafter referred to), upon the presentation and I surrender hereof at the principal corporate trust office of U.S. Bank National Association, in Raleigh, North Carolina as Paying Agent (the "Paying Agent") under the Bond Order and the Series Resolution (both as hereinafter defined), the principal sum set forth above. The County also promises to pay, but solely from the sources hereinafter provided, interest on this bond (calculated on the basis of a 360-day year consisting of twelve 30-day months) from the interest payment date next preceding the date on which it is authenticated, unless it is authenticated on an interest payment date, in which event it shall bear interest from such interest payment date, or it is authenticated prior to April 1, 2012, in which event it shall bear interest from its date, payable on April 1 and October 1 of each year, beginning April 1, 2012, at the rate per annum set forth above until the principal sum hereof is paid. Capitalized terms not defined herein shall have the meanings set forth in the Bond Order adopted by the Board of Commissioners of the County (the "Board") on October 6, 1993, as amended by the First Supplemental Bond Order adopted by the Board on January 5, 1999 and the Second Supplemental Bond Order adopted by the Board on December 7, 2005 (collectively, the "Bond Order") and the Amended and Restated Series Resolution adopted by the Board on August 15, 2011 (the "Series Resolution"). Reference is made to the Bond Order and the Series Resolution for a more complete statement of the provisions thereof and of the rights of the County, the Corporation, the Trustee and the registered owners of the Series 2011 Bonds. Copies of the Bond Order and the Series Resolution are on file and may be inspected at the principal corporate trust office of the Trustee. By the purchase and acceptance of this Bond the A-1 registered owner hereof signifies assent to all of the provisions of the Bond Order and the Series Resolution. This Bond is a special obligation of the County under the Act. This Bond is secured by a pledge of, and the principal of, the premium, if any, and interest on this Bond are payable solely from the Net Revenues and the County's right to receive Net Revenues. This Bond is also secured by the money and securities in the funds and accounts held by the Trustee under the Series Resolution, and the income from the temporary investment thereof. This Bond does not constitute a debt of the County for which the faith and credit and taxing power of the County are pledged, and the issuance of this Bond will not directly or indirectly or contingently obligate the County to levy any tax or pledge any form of taxation for the payment hereof. This Bond is one of a duly authorized series of hospital revenue bonds of the County, designated "County of New Hanover, North Carolina Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center) Series 2011" (the "Series 2011 Bonds"), issued pursuant to the Act, the Bond Order and the Series Resolution for the purpose of providing funds, together with other available funds, to currently refund all or a portion of the outstanding Series 1999 Bonds and pay certain expenses of issuing the Series 2011 Bonds. In addition to the Series 2011 Bonds, the County has heretofore issued under the Bond Order (a) $79,070,000 Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center) Series 2005, $65,240,000 of which are currently outstanding, (b) $120,000,000 Variable Rate Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 2006, all of which are currently outstanding, and (b) $40,000,000 Variable Rate Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 2008, $38,590,000 of which are currently outstanding. The Series 2011 Bonds shall be issuable as registered bonds in Authorized Denominations. The Series 2011 Bonds will be dated as of the Date of Original Issuance. This Bond is registered on the Bond Register and may be transferred by the registered owner hereof at the written request of such registered owner in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon the payment of the charges provided in the Series Resolution and upon surrender and cancellation of this Bond. Upon such transfer, a new fully registered bond or bonds, without coupons, of the same maturity and of authorized denominations for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The County, the Trustee and any Paying Agent may treat the registered owner of any Series 2011 Bond as the absolute owner thereof for all purposes, whether or not such Series 2011 Bond shall be overdue, and shall not be bound by any notice to the contrary. All payments of or on account of the principal of and premium, if any, and interest on any such Bond as herein provided shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2011 Bond to the extent of the sum or sums so paid. The County, the Trustee and any Paying Agent shall not be required to register the transfer or exchange of any Series 2011 Bond (i) after notice calling such Series 2011 Bond or A-2 s } portion thereof for redemption has been mailed or (ii) during the fifteen day period next preceding the mailing of a notice of redemption of the Series 2011 Bonds of the same Series, if any, and maturity. z E The principal of, premium, if any, and interest on and the Redemption Price of the Series 2011 Bonds shall be payable in currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price of the Series 2011 Bonds shall be payable by check in lawful money of the United States of America upon presentation at the Principal Office of the Paying Agent to the Holders of the Series 2011 Bonds on such date. Interest on the Series 2011 Bonds shall be paid to the Person whose name appears on the Bond Register as the Holder f thereof as of the close of business on the Record Date for each Interest Payment Date. Payment of the interest on the Series 2011 Bonds shall be made by check mailed by first class mail to such Holder at its address as it appears on such registration books, or, upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of the Series 2011 Bonds, submitted to the Trustee at least five Business Days prior to the Record Date, by wire transfer in immediately available funds to an account within the United States of America designated by such Holder. 3 The Series 2011 Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Series Resolution. One bond certificate with respect to each date on which the Series 2011 Bonds are stated to mature, in the aggregate principal amount of the Series 2011 Bonds stated to mature on such date F and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), is being issued and required to be deposited with DTC and immobilized in its custody. The book-entry system will evidence ownership of the Series 2011 Bonds in the principal amount of $5,000 or any whole multiple thereof, with transfers of ' ownership effected on the records of DTC and its participants pursuant to rules and procedures a established by DTC and its participants. Transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2011 Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The County will not be responsible or liable for such transfers of payments or for maintaining, t supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. While Cede & Co. is the registered owner of this Bond, a notwithstanding the provisions hereinabove contained, payments of principal of or redemption premium, if any, and interest on this Bond shall be made in accordance with the existing arrangements between the Trustee and DTC. Defaulted Interest. Defaulted Interest with respect to any Series 2011 Bond shall cease to be payable to the holder of such Series 2011 Bond on the relevant Record Date and shall be payable to the holder in whose name such Series 2011 Bond is registered at the close of business of the Trustee on the Special Record Date for the payment of such Defaulted Interest, which shall be fixed as provided in the Series Resolution. ' Extraordinary Redemption. The Series 2011 Bonds are subject to redemption by the t County at the direction of the Corporation in whole or in part on any date at a Redemption Price 3 A-3 i i equal to 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption Date, from Net Proceeds resulting from insurance carried or maintained with respect to the Health Care System as required by the Bond Order, and Net Proceeds resulting from Eminent Domain proceedings, pursuant to the Bond Order, to the extent such Net Proceeds exceed 10% of Net Book Value. The Series 2011 Bonds are also subject to mandatory redemption in whole only on any date from money deposited by the Corporation in the Redemption Fund at a Redemption Price equal to 100% of the principal amount thereof, without premium,plus accrued interest to the Redemption Date in the event that,by reason of any change in any federal or State law or of any legislative, administrative or judicial action or administrative failure of action, (i) the Lease becomes unenforceable or impossible to perform without unreasonable delay or (ii) unreasonable burdens or excessive liabilities are imposed on the County or the Corporation, including, without limitation, the imposition of federal, state or other ad valorem property, income or other taxes not being imposed on the date of the Lease. Optional Redemption. The Series 2011 Bonds maturing on or after October 1, _will be subject to redemption by the County, at the direction of the Corporation, in whole or in part on any date on or after October 1,_, at a Redemption Price equal to 100% of the principal amount of the Series 2011 Bonds to be redeemed, together with interest accrued thereon to the Redemption Date, all in the manner provided in the Bond Order and the Series Resolution. Mandatory Sinking Fund Redemption. The Series 2011 Bonds shall be redeemed pursuant to mandatory sinking fund redemption on the first Business Day of October in the following years and amounts at a Redemption Price equal to 100% of the principal amount of such Series 2011 Bonds to be redeemed,plus accrued interest to the Redemption Date: Principal Principal Year Amount Year Amount The amounts referred to above shall be reduced (i) by the amount of Series 2011 Bonds acquired and delivered in accordance with the Series Resolution in satisfaction of such Sinking Fund Account requirements and (ii) in connection with a partial redemption of Series 2011 Bonds if the Corporation elects to reduce mandatory Sinking Fund Account redemptions for the Series 2011 Bonds in the manner provided in the Series Resolution. Payment or redemption of the Series 2011 Bonds through the Sinking Fund Account shall be without premium. The Series 2011 Bonds shall be redeemed by the Trustee pursuant to the provisions of this paragraph without any notice from or direction by the County or the Corporation. A-4 j P d k t s ; Purchase in Lieu of Redemption. In lieu of redeeming Series 2011 Bonds, the Trustee may, at the request of the County, upon the direction of the Corporation, use such funds otherwise available hereunder for redemption of Series 2011 Bonds to purchase Series 2011 Bonds identified by the County, upon the direction of the Corporation, in the open market for cancellation at a price specified by the County, upon the direction of the Corporation, not exceeding the Redemption Price then applicable hereunder. In the case of any optional or extraordinary redemption or any purchase and cancellation of term Series 2011 Bonds, the Trustee shall apply as a credit against the required Sinking Fund Account deposits with respect to such term bonds the amount of such term bonds in such order as the County, upon the direction of the Corporation, elects in writing prior to such optional or extraordinary redemption or purchase and cancellation or, if no election is made, in the inverse order thereof. The Trustee shall cancel all such Series 2011 Bonds purchased pursuant to this paragraph. General Redemption Provisions. Not less than 30 days but not more than 60 days before the redemption date of any Series 2011 Bonds, whether such redemption be in whole or in part, the Trustee shall cause a notice of any redemption signed by the Trustee to be mailed, postage prepaid, to all Holders owning Series 2011 Bonds to be redeemed in whole or in part provided that notice to the Securities Depository shall be sent in accordance with the Securities Depository's policies and procedures. Failure to mail any such notice to any Holder or any f defect in any notice so mailed shall not affect the validity of the proceedings for the redemption of the Series 2011 Bonds of any other Holders to whom notice was properly given. Each such notice shall set forth: the CUSIP numbers and bond certificate numbers of the Series 2011 Bonds to be redeemed, the interest rate of the Series 2011 Bonds to be redeemed, the Date of Original Issuance of the Series 2011 Bonds to be redeemed, the Redemption Date, the Redemption Price to be paid, the maturities of the Series 2011 Bonds to be redeemed and, in the case of Series 2011 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, the address and telephone number of the Trustee, the date of the redemption notice, and that on the Redemption Date the Series 2011 Bonds called for redemption will be payable at the principal corporate trust office of the Trustee, that from that date interest will cease to accrue and be payable and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Series 2011 Bonds. If any Series 2011 Bond is to be redeemed 4 in part only, the notice of redemption shall state also that on or after the Redemption Date, upon surrender of such Series 2011 Bond, a new Series 2011 Bond in principal amount equal to the unredeemed portion of such Series 2011 Bond will be issued. Any notice of redemption, except a notice of redemption in respect of a mandatory sinking fund redemption, at the direction of the Corporation, may state that the redemption to be effected is conditioned upon the receipt by the Trustee on or prior to the Redemption Date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2011 Bonds or portions thereof to be redeemed, and if such moneys are not so received, such notice shall be of no force or effect and such Series 2011 Bonds shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series 2011 Bonds are not received by the Trustee on or prior to the Redemption Date, the redemption shall not be made, and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given,that such moneys were not so received. A-5 The Series 2011 Bonds shall be redeemed only in Authorized Denominations. If less than all the Series 2011 Bonds are called for redemption,the Series 2011 Bonds of each maturity to be so redeemed shall be called for redemption in the manner set forth in a certificate of the Corporation filed with the Trustee. If less than all of the Series 2011 Bonds of any one maturity are to be called for redemption, the Trustee shall select the Series 2011 Bonds of each such maturity to be redeemed by lot, each $5,000 portion of principal being counted as one Series 2011 Bond for this purpose; provided, however, that so long as the only Owner of the Series 2011 Bonds is a Securities Depository Nominee, such selection shall be made by the Securities Depository by lot in accordance with its operating rules and procedures. No redemption of less than all of the Series 2011 Bonds of a series at the time outstanding shall be made pursuant to the Series Resolution unless (i) the aggregate principal amount of such Series 2011 Bonds to be redeemed is equal to or greater than $100,000 and (ii) the Series 2011 Bonds are redeemed in Authorized Denominations. If less than all of a Series 2011 Bond is selected for redemption, the Owner thereof shall present and surrender such Series 2011 Bond to the Trustee for payment of the principal amount thereof so called for redemption, and the redemption premium, if any, on such principal amount, and the County shall, if necessary, execute and the Trustee shall authenticate and deliver to or upon the order of such Owner, without charge, for the unredeemed portion of the principal amount of the Series 2011 Bond so surrendered, a new Series 2011 Bond of the same maturity and designation, bearing interest at the same rate of any Authorized Denominations. Series 2011 Bonds presented and surrendered in accordance with the provisions hereof shall be canceled upon the surrender thereof. On or before the date upon which Series 2011 Bonds are to be redeemed, the County shall deposit, or cause to be deposited, with the Trustee money or Defeasance Obligations, or a combination of both,that will be sufficient to pay on the Redemption Date the Redemption Price of, and interest accruing on, the Series 2011 Bonds or portions thereof to be redeemed on such Redemption Date. On the Redemption Date, notice having been given in the manner and under the conditions hereinabove provided, the Series 2011 Bonds or portions thereof called for redemption shall be due and payable at the Redemption Price provided therefor, plus accrued interest to such date (except in the case of a conditional redemption authorized by the Series Resolution if moneys are not so available), and if moneys sufficient to pay the Redemption Price of the Series 2011 Bonds or portions thereof to be redeemed plus accrued interest thereon to the Redemption Date are held by the Trustee in trust for the owners of the Series 2011 Bonds or portions thereof to be redeemed, interest on the Series 2011 Bonds or portions thereof called for redemption shall cease to accrue on such Redemption Date; such Series 2011 Bonds or portions thereof shall cease to be entitled to any benefits or security under the Bond Order or the Series Resolution or to be deemed Outstanding; and the owners of such Series 2011 Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the Redemption Price thereof, plus accrued interest to the Redemption Date. A-6 1 i i The Bond Order provides for the issuance from time to time under the conditions, limitations and restrictions therein set forth of additional Indebtedness, including Indebtedness secured�pas with the Series 2011 Bonds and all other Outstanding Bonds issued under the Bond Order as to the pledge, charge and lien upon the Net Revenues. 4 f The registered owner of this Bond shall have no right to enforce the provisions of the Bond Order or the Series Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Bond Order or the Series Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Bond Order or the Series Resolution; provided, however, that any registered owner may institute action to enforce the payment of the principal of or the interest on this Bond. 3, s Upon the occurrence of certain events, and on the conditions, in the manner and with the effect set forth in the Bond Order, the principal of all Series 2011 Bonds then Outstanding under the Bond Order may become or may be declared due and payable before the respective stated maturities thereof,together with the interest accrued thereon. z Modifications or alterations of the Bond Order or any bond order supplemental thereto, or the Series Resolution or any series resolution supplemental thereto, may be made only to the extent and in the circumstances permitted by the Bond Order and the Series Resolution. t This Bond, notwithstanding the provisions for registration of transfer stated herein and contained in the Bond Order and the Series Resolution, at all times shall be and shall be understood to be an investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commercial Code of North Carolina. This Bond is issued with the intent that the laws of the State of North Carolina shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond and the adoption of the Bond Order and the Series Resolution have happened, exist and have been performed as so required. 3 E Neither the members or officers of the County nor any person executing this Bond is liable personally hereon or subject to any personal liability or accountability by reason of the issuance thereof This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Bond Order or the Series Resolution until it shall have been authenticated by the execution by the Trustee of the certificate of authentication endorsed A hereon. x i s 5 A-7 a 3 IN WITNESS WHEREOF, the County of New Hanover has caused this Bond to be executed by the manual signatures of the Chairman of its Board of Commissioners and the Clerk to said Board and its official seal to be impressed hereon all as of the 15'' day of August, 2011. COUNTY OF Zel ANOVER,NORTH CAROLINA By: GpvNTY'Np� Jon r., airman Board of Commissioner 0 c By: 4L Sheila L. Schult, Clerk to the Board of Commissioners (SEAL) A-8 CERTIFICATE OF AUTHENTICATION Date of Authentication: This Bond is one of the Series 2011 Bonds designated and described in the provisions of the within-mentioned Bond Order and Series Resolution. U.S.BANK NATIONAL ASSOCIATION, Trustee By: Authorized Signatory A-9 CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The issuance of the within-mentioned Series 2011 Bond has been approved under the provisions of The State and Local Government Revenue Bond Act of North Carolina, as amended. LOCAL GOVERNMENT COMMISSION OF NORTH CAROLINA By: Secretary A-10 B S i a 4 [Form of Assignment] FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 3 [Please Print or Typewrite Name and Address of Transferee] the within-mentioned Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within-mentioned Bond on the books kept for registration thereof,with full power of substitution in the premises. Dated: NOTICE: The signature on the Assignment must correspond with the name as it appears upon the face of the within-mentioned Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: a S NOTICE: Signature(s) must be guaranteed by an institution that is a participant in the Securities Transfer Medallion Program (STAMP) or a similar program. f 3 § t i tt Y § S S § D F d 9 j� 7 A-11 9 a i fi .r