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1999-02-05 RM Exhibits !~~ ~ .(,~. EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A meeting of the Board of Commissioners of the County of New Hanover was held on February 5, 1999 at 1'00 p.m. in the County Administration Building, Conference Room SOl, 320 Chestnut Street, Wilmington, North Carolina, and the following Commissioners were present and absent: . PRESENT William Caster, Chairman Robert G Greer, Vice-Chairman Uldis "Buzz" Birzemeks, Commissioner Charles Howell, Commissioner ABSENT Ted Davis, Jr., Commissioner The Chairman of the Board of Commissioners stated that one of the purposes of the meetmg was to conduct a public hearing regarding the issuance by the County of its revenue bonds (the "Bonds") in an aggregate principal amount up to but not exceeding $130,000,000 for the purpose of (a) repaying all or a portion of a loan to New Hanover Regional Medical Center, a North Carolina nonprofit corporatlOn (the "Corporation"), the proceeds of which were used by the Corporation to fund the acquisition of certain assets known as Cape Fear Hospital and related facilities (including, without limitation, the main hospital building and related land, buildings, equipment and other property at or near 5301 Wrightsville Avenue, a rehabilitation facility located at 5220 Oleander Drive, and a medical office building at 5302 Oleander Drive), (b) reimbursing the Corporation for a portion of the cost of acquiring Cape Fear Hospital and related facilities and proVIding working capital, (c) renovating and improving certain of its facilitIes described above and at the facility known as New Hanover Regional Medical Center, located at or near 2131 South 17"' Street (including, without limitation, "life safety code" improvements), and (d) paying certam expenses in connection with the issuance of the Bonds (including bond insurance preffilum). The facilities described above are owned by the County, operated by the Corporation and located at the above addresses in Wilmington, North Carolina. The Chairman informed the Board that a notice of the public hearing had been published in the Wilmington Star-News on a date at least 14 days prior to the date of the public heanng. The Chairman directed that affidavits showing such publication be attached to this extract of minutes as Exhibit A. Commissioner Birzenieks moved that the Board proceed to hold a public hearing on the projects and purposes described above and the issuance of revenue bonds to finance the projects and purposes described above. The motIon was seconded by Commissioner Howell and was adopted '-.! by the following vote: AYES William Caster, Chairman Robert G. Greer, Vice-Chairman Uldis "Buzz" Birzenieks, Commissioner Charles Howell, Commissioner NAYS The Chairman announced that the Board would hear anyone who wished to be heard on the advisability of the proposed projects and purposes described above and the issuance of revenue bonds to finance the projects and purposes described above. A summary of any comments is attached hereto as Exhibit B Commissioner Birzenieks moved that the public hearing be closed. The motion was seconded by Commissioner Greer and was adopted by the following vote. AYES William Caster, Chairman Robert G. Greer, Vice-Chairman Uldis "Buzz" Birzenieks, Commissioner Charles Howell, Commissioner NAYS CommIssioner Birzenieks thereupon moved that the projects and purposes described above be approved and that the issuance of the Bonds also be approved. The motion was seconded by Commissioner Howell and was adopted by the following vote: AYES William Caster, Chairman Robert G. Greer, Vice-Chairman Uldis "Buzz" Birzenieks, Commissioner Charles Howell, Commissioner NAYS il.: STATE OF NORTH CAROLINA) COUNTY OF NEW HANOVER) I, LUCIE F HARRELL, Clerk to the Board of Commissioners of the County of New Hanover, DO HEREBY CERTIFY as follows: l.A meeting of the Board of CommIssioners of the County of New Hanover, located in the State of North Carolina, was duly held February 5, 1999, such meeting having been noticed, held and conducted in accordance with all requirements oflaw (including open meetings requirements), and mInutes of that meeting have been duly recorded in the Minute Book kept by me in accordance with law for the purpose of recording the minutes of the Board. 2.1 have compared the attached extract with the minutes so recorded and the extract is a true copy of those minutes and of the whole thereof insofar as those mInutes relate to matters referred to in the extract. 3 Those minutes correctly state the time when the meeting was convened and the place where the meeting was held and the members of the Board of Commissioners who attended the meeting. IN WITNESS WHEREOF, I have hereunto set my hand and have hereunto affixed the seal of said County on February 5, 1999 (SE~/''(/~ CIe to the Board of Commissioners " AFFIDAVIT OF PUBLICATION STATE OF NORTII CAROLINA, COUNTY OF NEW HANOVER NOTICE OF PUBLIC HEARING BY THE COUNTY OF NEW HANOVER. NORTH CAROlINA REGARDING THE FINANCING OF HEAL Tli CARE FACllmeS WITH THE PROCEEDS OF THE ISSUANCE OF TAX.EXEMPT BONDS NQllCE IS HEREBY GIVEN to aU interested pe~s hi the County at New Hanover, Norm Carolina, (the 'County'1 wiU hold a public hdaflr19 In the County A\1rT1lrII.Str<l~on BUilding. Conlerence Room 501, 320 CI'IaS~UI Street. WIlmington, Norm Carollf\a. on Februaty 5. 1999 at 9:00 a.m.. af which lime arry per.>on may be h!ard r6'Qarcing the MaIttl care lao,,065 projects proposed to O<t ~nanc8d by the County WIth proceeds from ttla iSSuat1C8 at tax-exempt bonCls. The County propoSltS t~. issue its reV8flue bonds (the 'Sonds ) In an aggregate principal amolJl1t up to but not exceeding $130,000.000 lor the purpose of (a) repaying all Of a por- tion at a loan to New Hanov6r Re- ponal Medical Cenler. a NoM Car0- lina nonprofit COl'POnltion (lTle RCor_ porndoo'l. the proceeds vI whICh were used by the Corporation 10 fund the acquisition at certaln _ assets known as Cape Fear Hospital and related raolitles (Iodudlng, wimout limitation, me main ho'sQllaJ tlUltdlng and relab!d land, tluikliogs, eqUIp- ment and other propet'tY ;!II or ne~r_ 5301 WrightsYille Avenue, a renaOijj- tallon raolity Iocaled at 5220 Olean- der Drive, and a medical otflce tlulld- ing al SJ02 OleanderD""e), (tl) r~m- 1 bur$ing !he Corporation tor Oil pomon of ll1e cost of acQUlnog Ca~" ~~3f Hospital and related faCllilles and provid1r19 working capital. (el ~ltf1OVat- , ing and Improving certain 0111:3 facili- ties described above and at the taoll, ty knOwn as New HaoovElf RlI9lOf1aJ MedlcaJ Cent&/', located at or ".ear 2131 South 17th StnteC (Indudi~: I wilhoUt limitation. '1Ite safely code : improvements), and (d) paYIng cer- I taioexpensesin~Wltnltle issIJanc8 of me Bonds (indudln9 I tlond insurance premium). The faClli- lies described above Me owned tly ~ tneCounty, opemIedby me Corpora- . lion and located al the above ad- dms:ses in Wilmington, North Caroll-- ;na. I Arty person wishing to com- mentinwotlngOflltleiMuanceofltle Bonds should forward comments, for rececpt pnot to ltle date and lime 01 !he public hearing speclfted above. to l.ucieF H~,Cleri<tolheBoaroo1 County Commissioners. County of New Hanover, 320 Ch8'Slnul S~t Room J05. WlImingtoo, Nortt1 Carob- ~2ll401 COUNTY OF NEW HANOVER, NORTH CAAOLINA By; 151 Lucie F. HamtII Cl8fl<. to IN Board 01 County Commissloners lJpoa reading the aforegoing affidavit with the advertisement thereto annexed it is adjudged by the Court that the :>aid public:uion was duly and properly made. and that the SummOrul has been duly and legally served on the defendanl(s). Before the undersigned. a Notary Public of said COUnty and SUle, ~ULIE ~ONES who. being duly sworn or affirmed. according to the law s.ays !.hat hclshe is CLASSIFIED ADVERTISING MANAGER of THE WILMINGTON STAR-NEWS, INC., a corporation organized and doing business under the Laws of the Stale of North Carolina. and publishing a newspaper known as WILMINGTON MORNING STAR & SUNDAY STAR.NEWS in the City of Wilmington NOTICE OF PUBLIC HEARINGGY THE COUNTY OFNEW HANOVER, NORTH C~ ROLINA REGARDINGTHE FINANCING HEALTH CARE FAC was inserted in the aforesaid newspaper in space, and on dates as follows: 1 2~, 1 X 1999 and at the time of such publication Wilmington Star-News was a newspaper meeting all the requirement5 and qualifications prescribed by Sec. No. {-597 G.S. of N.C. Ou.tt~~ () (J.1t-U- Q'LASSIFIED -ADVe;' MG, Title Sworn or affirmed to, and subscribed before me. this 25th ct" ~AN of 99 .A.D., 19_ In Testimony Whereof. I have hereunlo set my hand and affixed my official seal. the day and yearafores.a.id. ~ .~ ~ NO<3ryPcbl;, My commi.ssion expires 21 s t day of JUNE 19~ This day of 19_ Cleric. of Superior COUrl MAIL TO: 1: J~ j= f f NEW HANOVER COUNTY WANDA M. COPl.EY County Attorney OFFICE OF THE COUNTY ATTORNEY 320 CHESTNUT STREET, ROOM 309 WILMINGTON, NORTH CAROLINA 28401-4095 TELEPHONE (910) 341-7153 FAX (910) 341-4170 KEMP P BURPEAU Deputy County Attorney ANDREW W OLSEN Assistant County Attorney February 5, 1999 Board of Commissioners of the County of New Hanover 320 Chestnut Street Wilmington, North Carolina 28401 First-Citizens Bank and Trust Company 4505 Creedmoor Road Raleigh, North Carolina 27612 Salomon Smith Barney, Inc. 390 Greenwich Street, 2d. Floor New York, New York 10013 RE: $130,000,000 County of New Hanover, North Carolina Hospital Revenue Bonds (New Hanover Rel!ional Medical Center Proiect} Series 1999 Ladies and Gentlemen. I am County Attorney for the County of New Hanover, North Carolina (the "County"), and have acted in that capacity in connection with the issuance and sale of $130,000,000 County of New Hanover Hospital Revenue Bonds (New Hanover Regional Medical Center) Series 1999 (the "Bonds") I have examined, among other things, originals or certified copies of the following' (a) the Bond Order adopted on October 6, 1993 by the Board of Commissioners of the County as amended by the First Supplemental Bohd Order adopted on February 5, 1999 by the Board of Commissioners of the County (as so amended, the "Bond Order")' (b) the Series Resolution adopted on February 5, 1999 by the Board of Commissioners of the County (the" Series Resolution"); (c) the Lease Agreement dated as of October I, 1993, as amended by the First Amendment to the Lease Agreement dated as of June 15, 1996 as further amended by the Second Amendment to Lease Agreement dated February 5, 1999 (the Lease Agreement as so amended is hereinafter defined as the "Lease Agreement"), between the County and New Hanover Regional Medical Center (the "Corporation") I have also examined other records of the County and certificates of officers ofthe County . ~ '. Capitalized terms used herein and not otherwise defined have the meanings given them in the Bond Order and the Series Resolution. Based on the foregoing, I am of the opinion 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 and the acquisition and construction of the Project that reasonably could have been obtained as of the date of delivery of the Bonds and if further approvals, consents, authorizations, certifications, and orders are necessary for the operation of the Health Care System and the acquisition and construction of the Project I have no reason to believe that the County or the Corporation will not be able to obtain the same, when required, 2. the Bond Order, the Series Resolution and all other resolutions relating to the issuance of the 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 the Bond Order and such Series Resolution remain in full force and effect and have not been amended or modified in any respect; 3 the forms, terms, execution and issuance of the Bonds have been duly authorized, 4 the form and terms of the Bond Order and the Series Resolution for the Bonds have been duly authorized; 5 each of the Bond Order and the Series Resolution constitutes a binding and valid agreement of the County that is enforceable in accordance with its terms; 6 no provision of the Bond Order or the Series Resolution violates any federal or North Carolina statutory or constitutional provision, including without 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 I have knowledge after due inquiry; 7 the adoption of the Bond Order and the Series Resolution is not subject to any authorization, consent, approval, or review of any governmental body, public officer, or regulatory authority required on the date hereof and not theretofore obtained or effected, 8 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 or the Series Resolution or the transactions contemplated therein, or of the Bonds, or the corporate existence or the boundaries of the County or the title of any officers of the County to their respective offices; and 9 all conditions precedent to the delivery of the Bonds have been fulfilled. R~~pectfully submitted, \ \ \~ ~~\-l~ Wanda M. Copley County Attorney , -;::;. !! '! .., .~ RB&H Draft No.7 2/4/99 COUNTY OF NEW HANOVER, NORTH CAROLINA SERIES RESOLUTION Adopted February 5,1999 C566089v03!.131040001KDJOJ 01,,13~i}1,OOOlJ~~~Y..h~ , - ~:.. .!- ARTICLE I. DEFINITIONS Section 101 Section 102. TABLE OF CONTENTS Meaning of Words and Terms Rules of Construction ARTICLE II AUTHORIZATION, FORM, ISSUANCE AND DELIVERY OF BONDS Section 201 SectIOn 202. Section 203 Section 204 Authorization of Bonds Form of Bonds Generally Details of Bonds Issuance of Bonds ARTICLE III. REDEMPTION OF BONDS Section 301 Section 302. Section 303 Section 304 Terms of Redemption Selection of Bonds to Be Redeemed Redemption Notice Revocation of Redemption Notice. ARTICLE IV. PROJECT FUND Section 401 Section 402. Section 403 Section 404 Section 405. Section 406. Project Fund Payments from Project Fund Cost of Project Requisitions from Project Fund Reliance Upon Requisitions Completion of the Project and Disposition of Project Fund Balance ARTICLE V. ("!? mLJ3 Ol:.lJ':'01,Ogg\JRQq;1~!.Y!l:!jll~~ Page 16 22 22 22 23 23 26 27 27 29 29 29 30 31 32 32 ',..]~ FUNDS,AND ACCOUNTS Section 50L Section 502, Section 503 Section 504 Section 505 Section 506, Section 507 Section 508. Section 509 Section 510. Establishment of Funds and Accounts Deposits Application of Money in the Interest Account Application of Money in the Principal Account Application of Money in the Sinking Fund Account Application of Money in the Redemption Fund Disposition of Fund Balances Security for the Bonds Arbitrage Tax Covenant 32 33 33 34 34 36 37 37 37 37 ARTICLE VI. DEPOSITORIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS Section 601 Section 602. Section 603 Security for Deposits Investment of Money Valuation EVENTS OF DEFAULT Section 701 Events of Default THE TRUSTEE 38 38 39 ARTICLE VII. 40 ARTICLE VIII. SectIOn 801 Acceptance of Duties by Trustee 40 ARTICLE IX. SUPPLEMENTAL SERIES RESOLUTIONS Section 901 Section 902. DEFEASANCE Procedure for Adoption of Supplemental Series Resolutions Exclusion of Bonds r~ mm 01: I)7Rl ROgIJ~~UE~.Z1Ul2.ill 40 40 ARTICLE X. 11 '1',- Section 1001. Cessation ofInterest of Holders and Repeal of Series Resolution 40 ARTICLE XI. MUNICIPAL BOND INSURANCE Section 1101 Section 11 02. Section 1103 Section 1104 Section 1105 Section 11 06. Section 11 07 Payments Under Bond Insurance Concerning the Trustee Amendments and Supplements Notices Security Default and Remedies Bond Insurer Consent 42 43 44 44 44 44 44 ARTICLE XII. MISCELLANEOUS PROVISIONS Section 1201 Section 1202. Section 1203 Section 1204 Section 1205 Section 1206. Section 1207 Section 1208. Section 1209 Section 1210. Section 1211 Section 1212. Section 1213 Manner of Giving Notice 45 Trustee, County, Corporation and Holders Alone Have Rights under Series Resolution . 46 Effect of Partial Invalidity 46 Effect of Covenants 46 Dealing in Bonds 46 Approval of Bond Purchase Agreement and Second Amendment to Lease Agreement 46 Approval of Preliminary Official Statement and Official StatemelW Appointment of County Representative and Authorization for Other Acts 47 No Recourse Against Commissioners, Directors, Officers or Employees of County, Corporation or Local Government Commission 47 Headings 48 Secondary Market Disclosure 48 Replacement Master Agreement 48 Series Resolution Effective 48 EXHIBIT A Form of Requisition s~ .!T,CJ t1 l':D1IJrlJlJ€.~;n~.f.g...!.!!;.:u.m<!p..\m Hi , - (, SERIES RESOLUTION AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF NOT EXCEEDING $130,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE BONDS (NEW HANOVER REGIONAL MEDICAL CENTER PROJECT) SERIES 1999, TO PROVIDE FUNDS FOR CERTAIN HEALTH CARE PURPOSES, AND AUTHORIZING AND APPROVING THE FORM AND TERMS OF THE OFFICIAL STATEMENT, A SECOND AMENDMENT TO THE LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT, A SECOND AMENDMENT TO THE LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE DISTRIBUTION AND USE OF THE PRELIMINARY OFFICIAL STATEMENT, THE OFFICIAL STATEMENT AND THE BOND ORDER IN CONNECTION WITH THE PUBLIC OFFERING OF THE BONDS. 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 proposes to issue the Bonds (as defined below) in order to finance (i) the repayment of a portion of a loan to New Hanover Regional Medical Center (the "Corporation"), the proceeds of which were used by the Corporation to fund the acquisition of certain assets known as Cape Fear Hospital and certain related facilities (certain of which assets have been conveyed by the CorporatIOn to the County), (ii) reimbursement and payment to the Corporation for a portion of the cost of acquiring Cape Fear Hospital and related assets and proVIsion ofworkmg capital, and (ili) the renovation and improvement of certain of its health care facilities; WHEREAS, the County is empowered, under the Constitution and laws ofthe 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 County adopted a Bond Order on October 6, 1993, as amended by the First Supplemental Bond Order adopted by the County on the date this Series Resolution is adopted (as so amended, the "Bond Order") authorizing the issuance of hospital revenue bonds; WHEREAS, pursuant to this Series Resolution (the "Series Resolution") the County will issue its Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 (the "Bonds") hereunder and under the Bond Order; WHEREAS, the County has deemed it advisable to adopt this Series Resolution and to issue the Bonds, in an aggregate original principal amount not to exceed $130,000,000, as in this Series Resolution hereinafter provided, for the purpose of providing funds, together with other available funds, for the purposes stated above and for paying certain expenses of issuing the Bonds; , . ,<. WHEREAS, the County has determined that the issuance ofthe Bonds for such purposes is in the best interest ofthe County; and WHEREAS, the County has determined that the Bonds, the Certificate of the Local Govemment Commission and the Certificate of Authentication to be endorsed by the Trustee on all Bonds as provided herein shall be, respectively, substantially in the following forms, with such variations, omissions and insertions as may be specified by the County or otherwise required or permitted by this Series Resolution: 2 '. ~, [Form of Bonds] No. $ United States Of America State of North Carolina COUNTY OF NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE BOND (NEW HANOVER REGIONAL MEDICAL CENTER PROJECT) SERIES 1999 INTEREST RATE MATURITY DATE October 1, CUSIP 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 or registered assigns, on the maturity date set forth above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, at the principal corporate trust office of First-Citizens Bank & Trust Company, in Raleigh, North Carolina (the "Trustee"), the principal sum of DOLLARS ($ ). The County also promises to pay, solely from said sources, interest thereon 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 date, or unless it is authenticated prior to October 1, 1999, in which event it shall bear interest from February IS, 1999, payable on October I, 1999 and semi-annually thereafter on April 1 and October I of each year at the rate per armum set forth above until the principal sum hereof is paid. The interest so payable and punctually paid or duly provided for, on any interest payment date, will be paid to the person in whose name this Bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date (as defined in the hereinafter mentioned Bond Order) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the registered owner not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful marmer not inconsistent with the requirements of any securities exchange on which the Bonds of this series may be listed and upon such notice as may be required by such exchange, or as more fully provided in the Bond Order hereinafter mentioned. Such payment of interest shall be made by check mailed by the Trustee to the registered owner at his address as it appears on the bond registration books maintained by the Trustee. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 3 ~, [Printed Bonds shall contain the following statement: THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH SET FORTH AT THIS PLACE.] This Bond is a limited obligation of the County. 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 (as defined in tbe Bond Order) and the County's rigbts to receive Net Revenues. This Bond is also secured by tbe money and securities in the funds and accounts beld by the Trustee under tbe Series Resolution (herein defined), 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 ofthe County are pledged, and the issuance ofthis Bond will not directly or indirectly or contingently obligate tbe County to levy any tax or pledge any form of taxation for tbe payment bereof. This Bond is one of a duly authorized series of revenue bonds of the County, designated "Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999" (the "Bonds"), issued pursuant to The State and Local Government Revenue Bond Act, as amended, a Bond Order duly adopted by the County on October 6, 1993, as amended by the First Supplemental Bond Order adopted by the County on February 5, 1999 (the "Bond Order"), and a Series Resolution duly adopted by the County on February 5, 1999 (the "Series Resolution") for the purpose of providing funds for the purposes stated in the Series Resolution. Pursuant to the Bond Order and Series Resolutions duly adopted by the County, the County issued its (i) Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1993 (the "Series 1993 Bonds") in the original aggregate principal amount of $29,535,000 and (ii) Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1996 (the "Series 1996 Bonds") in the original aggregate principal amount of$62,925,000, which are both secured pari passu with the Bonds as to the pledge of Net Revenues. The First Supplemental Bond Order referred to above will become effective when consent of the Holders (as defined in the Bond Order) of not less than 51% in aggregate principal amount of the Bonds then Outstanding (as those terms are defined in the Bond Order) has been obtained as required under Section 1002 of the Bond Order By purchasing this Bond, the holders hereof shall. (i) waive any notice of such amendments as required by the Bond Order, (ii) consent to the provisions of that First Supplemental Bond Order, and (iii) appoint the representative of the underwriters of the Bonds as the holders' attorney-in-fact for the purpose of executing a consent to that First Supplemental Bond Order The 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 Senes Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the name of thc Securities Depository Nominee (as defined in the Series Resolution), is being issued and required to be deposited with the Securities Depository (as defined in the Series Resolution) and immobilized in its custody The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in the principal amount of $5,000 or any multIple thereof being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and 4 '" procedures established by the Securities Depository and its participants. The County and the Trustee will recognize the Securities Depository Nominee, while the registered owner of this Bond, as the ownerofthis Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository will be the responsibility of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners ofthe Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The County and the Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository Nominee, its participants or persons acting through such participants. While the Securities Depository Nominee is the registered owner ofthis Bond, notwithstanding the provisIOn hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements between the Trustee or its successors under the Series Resolution and the Securities Depository The County has entered into a Lease Agreement, dated as of October I, 1993, amended as ofJune 15, 1996 and further amended as of February 15,1999 (as so amended, the "Lease") with New Hanover Regional Medical Center (the "Corporation") pursuant to which the Corporation has, among other things, agreed to operate and maintain the Health Care System and to collect and deliver to the Trustee the Revenues (as defined in the Bond Order) to the extent provided in the Bond Order 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 Trustee and the registered owners of the 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 registered owner hereof signifies assent to all ofthe provisions of the Bond Order and the Series Resolution. 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 pari passu with the Bonds, the Series 1993 Bonds and the Series 1996 Bonds as to the pledge of Net Revenues. The Series Resolution provides for the creation of a special fund designated "New Hanover County 1999 New Hanover Regional Medical Center Revenue Bond Fund" (the "Bond Fund"). Pursuant to the Series Resolution, special accounts have been created in the Bond Fund with respect to the Bonds, which accounts are pledged and charged with the payment of the principal of and the interest on the Bonds. The Bonds are issuable as fully registered Bonds in denominations of$5,000 or any whole multiple thereof. The transfer of this Bond IS registrable by the regIstered owner hereof in person or by his attorney or legal representative at the principal corporate trust office of the Trustee, but only in the manner and subject to the limitations and conditions provided in the Bond Order and thc Series Resolution and upon surrender and cancellation of this Bond. Upon any registration of 5 " transfer, the County shall execute and the Trustee shall authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the principal amount of this Bond, ofthe same maturity and bearing interest at the same rate. The Bonds maturing on or after October I, _ are subject to redemption, by the County at the direction of the Corporation, on and after October I,~, in whole or in part (by lot within a maturity) on any date. Any such redemption will be at the redemption prices (expressed as percentages of principal amount) set forth in the table below plus accrued interest to the redemption date: Redemption Date (inclusive) Redemption Price % The Bonds maturing on October I, _ are required to be redeemed in part by lot on October I, _ and on each October I thereafter from money deposited with the Trustee for such purpose. The Bonds maturing on October I, _ are required to be redeemed in part by lot on October I, _ and on each October I thereafter from money deposited with the Trustee for such purpose. Such redemptions shall be at par plus accrued interest to the redemption date. The Bonds are subject to redemption in whole or in part at any time by the County at the direction of the Corporation from funds deposited m the Redemption Fund from net proceeds of insurance or net proceeds from eminent domain proceedings in an aggregate amount in excess of 10% of Net Book Value (as defined in the Bond Order) of Health Care System property, plant and equipment, at a redemption price equal to the pnncipal amount thereof, without premium, plus accrued interest to the redemption date, if all or any part of the Health Care System is damaged, destroyed or condemned, or title to any part of the Health Care System shall have been lost. The Bonds are subject to redemption in whole only at any time at a redemptIon price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, if as a result of legislative or administrative action or any judicial decision, the Lease becomes unenforceable or impossible to perform without unreasonable delay or unreasonable burdens or excessive liabilities are imposed on the County or the Corporation. [To be included or not, based on certificate referred to in Section 204(1)] [The Bonds are subject to redemption by the County at the direction ofthe Corporation in whole or in part at any time at a redemption price equal to _ % ofthe principal amount thereof, plus accrued interest to the redemption date, in the event that the County or the Corporation sells, leases or otherwise disposes of any property and as a result, based on an opinion of bond counsel, the Corporation or the County determines that unless remedial measures are taken pursuant to any revenue procedure, revenue ruling or regulation of the Internal Revenue Service, the exclusion of interest on the Bonds to be redeemed from the gross income ofthe owners thereof for federal income tax purposes will be adversely affected.] Not less than thirty (30) days but not more than sixty (60) days before the redemption date of any Bonds, whether such redemption is in whole or in part, the Trustee shall cause a notice of any 6 "' such redemption to be mailed, postage prepaid, to all registered owners of Bonds to be redeemed in whole or in part, but failure so to mail any such notice to any registered owner or any defect therein shall not affect the validity of the proceedings for the redemption of the Bonds of any other registered owners. On the date designated for redemption, notice having been given as aforesaid, the Bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemption of such Bonds or such portions thereof on such date, unless the County shall have notified the Trustee that the County, at the request of the Corporation, has elected to revoke such redemption in accordance with the provisions ofthe Series Resolution, in which case the Bonds shall not be redeemed on such date and any notice of redemption mailed to the Holders will be null and void. Ifthere has been delivered to the Trustee, and the Trustee is then holding in trust, money or Defeasance Obligations (as defined in the Bond Order), or a combination of both, sufficient to pay the redemption price of the Bonds to be redeemed plus accrued interest to the date of redemption, interest on the Bonds called for redemption shall cease to accrue; such 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 (as defined in the Bond Order); and the registered owners of such 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 date ofredemption. The registered owner of this Bond shall have no right to enforce the provisions ofthe 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 his Bond. 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 bonds then Outstanding under the Bond Order may become or may be declared due and payable before the respective stated matunties thereof, together with the interest accrued thereon. Modifications or alterations of this Bond, 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. 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 Umform 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 execution of the Bond Order and the Series Resolution have happened, exist and have been performed as so required. 7 ~, 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 hereon. 8 ,. IN WITNESS WHEREOF, the County of New Hanover has caused this Bond to be executed by the [manual] [facsimile] signatures of the (Vice) Chairman of its Board of Commissioners and the Clerk to said Board and [a facsimile of] its official seal to be [printed] [impressed] hereon all as of the 15th day of February, 1999 COUNTY OF NEW HANOVER [MANUAL SIGNATURE ON TYPEWRITTEN BONDS] By [FACSIMILE SIGNATURE ON PRINTED BONDSl (Vice) Chairman of the Board of Commissioners [MANUAL SIGNATURE ON TYPEWRITTEN BONDS] By [FACSIMILE SIGNATURE ON PRINTED BONDSl Clerk to the Board of Commissioners [OFFICIAL SEAL ON TYPEWRITTEN BONDS] [FACSIMILE OF OFFICIAL SEAL ON PRINTED BONDS] 9 f' CERTIFICATE OF AUTHENTICATION Date of Authentication: This Bond is a Bond of the Series designated in and issued under the provisions of the within-mentioned Bond Order and Series Resolution. FIRST-CITIZENS BANK & TRUST COMPANY, Trustee By Authorized Signatory CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The issuance ofthe within-mentioned Bond has been approved under the provisions of The State and Local Govermnent Revenue Bond Act of North Carolina, as amended. LOCAL GOVERNMENT COMMISSION OF NORTH CAROLINA [MANUAL SIGNATURE ON TYPEWRITTEN BONDS] By rF ACSIMILE SIGNATURE ON PRINTED BONDSl Secretary 10 STATEMENT OF INSURANCE MBlA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at First-Citizens Bank & Trust Company, Raleigh, North Carolina. The Insnrer, in consideration of the payment of the preminm and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defmed, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to First-Citizens Bank & Trust Company or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a fmal judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: $ COUNTY OF NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE BONDS (NEW HANOVER REGIONAL MEDICAL CENTER PROJECT) SERIES 1999 Upon receipt ofteIcphonic or telegraphic notice, such notice subsequently, confIrmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership ofthe Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment ofInsured Amounts on the Obligations, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment preminm which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. :MBIA Insurance Corporation II .' [FORM OF ASSIGNMENT] [Assignment] FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto [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. NOTICE. Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or a similar program. 12 .' 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: "Bond Fund" means the New Hanover County 1999 New Hanover Regional Medical Center Revenue Bond Fund created and so designated by Section 501 of this Senes Resolution. "Bond Insurance" means the financial guaranty insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. "Bond Insurer" means MBIA Insurance Corporation, a stock insurance company incorporated under the laws of the State of New York. "Bond Order" means the bond order adopted by the County on October 6, 1993, as amended by the First Supplemental Bond Order adopted by the County on February 5, 1999 "Bonds" means the Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 issued pursuant to the Bond Order and this Senes Resolution. "Bond Year" means, initially, the period commencing on the date of issuance of the Bonds and ending on September 30,1999 and, thereafter, the period commencIng on October 1 of any year and ending on September 30 of the following year "Cost ofthe Project" or "Cost" shall have the meaning set forth in Section 403 of thIs Series Resolution. "Finance Director" means the Finance Director of the County, the person performing the duties ofthe Finance Director orthe official succeeding to the Finance Director's principal functIons and, for purposes of the certificate of the Finance Director required pursuant to paragraph (I) of Section 204 herein, "Finance Director" may include the Deputy County Manager "Insurer Default" means any of the following: (a) the failure of the Bond Insurer to make any payment required under the Bond Insurance when the same shall become due and payable and such failure has not been cured or waived, (b) the Bond Insurer contests the binding validity of the Bond Insurance and such Bond Insurance shall have been declared null and void or unenforceable in a final determination by a court oflaw, (c) a decree or order for relief shall be entered by a court or insurance regulatory authority having jurisdiction over the Bond Insurer in an involuntary case under an applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a conservator, rehabilitator, receiver, liquidator, custodian, trustee, sequestrator (or similar official) of the Bond Insurer or for a substantial part of the property of the Bond Insurcr or ordering the winding-up or liquidation of the affairs of the Bond Insurer, and the continuance of any such decree or order shall be unstayed and remain in effect for a period of ninety (90) consecutive days thereafter, or (d) the Bond Insurer shall voluntarily suspend transaction of its business and shall 13 '. commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a conservator, rehabilitator, receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) ofthe Bond Insurer or for any substantial part of its property, or shall make a general assignment for the benefit of creditors. "Interest Account" means the account in the Bond Fund created and so designated by Section 501 of this Series Resolution. "Interest Payment Date" means April I or October I, as the case may be. "Interest Requirements" for any Bond Year means the amount that is required to pay interest on all Outstanding Bonds on April 1 in such Bond Year and on October 1 of the following Bond Year "Investment Obligations" means Government Obligations and, to the extent from time to time permitted by N C. Gen. Stat. S 159-30, as amended from time to time, or any successor statute or other applicable law, (a) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (1) U.S. Exoort-lmoort (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership (2) Farmers Home Administration (FmHA) Certificates of beneficial ownership (3) Federal Financing Bank (4) Federal Housing Administration Debentures (FHA) (5) General Services Administration Participation certificates (6) Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA -- guaranteed mortgaged-backed bonds GNMA -- guaranteed pass-through obligations (7) U.S. Maritime Administration Guaranteed Title Xl financing 14 < (8) U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures -- U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds -- U.S. government guaranteed Public housing notes and bonds (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (1) Federal Home Loan Bank System Senior debt obligations (2) Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mae") Participation certificates Senior debt obligations (3) Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations (4) Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations (5) Resolution Funding Corp. (REFCORP obligations) (6) Farm Credit Svstem Consolidated systemwide bonds and notes (c) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G, AAAm or AAm and if rated bY,Moody's rated Aaa, Aal or Aa2. (d) Certificates of deposit secured at all times by Government Obligations and/or collateral described in (I) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. (e) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including Bl F and SAlF (f) Investment Agreements, including guaranteed investment contracts forward purchase agreements and reserve fund put agreements acceptable to MBIA. 15 , (g) Commercial paperrated, at the time of purchase, "Prime - I" by Moody's and "A- I" or better by S&P (h) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies. (i) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - I" or "A3" or better by Moody's and "A-I" or "A" or better by S&P (j) Repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (sellerlborrower) to the County, the Corporation or the Trustee (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. Repurchase Agreements must be for a period of thirty (30) days or less and satisfy the following criteria or be approved by MBIA. (a) Repos must be between the County, the Corporation or the Trustee and a dealer bank or securities firm. (i) Primary dealers on the Federal Reserve reporting dealer list which are rated "A" or better by S&P and Moody's, or (ii) Banks rated "A" or above by S&P and Moody's. (b) The written repo contract must include the following: (i) Securities which are acceptable for transfer are: (A) Direct U.S. governments, or (B) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) (ii) The term of the repo may be up to thirty (30) days. (iii) The collateral must be delivered to the County, the Corporation, the Trustee (if the Trustee is not supplying the collateral) or a third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). (iv) Valuation of Collateral 16 .' (A) The securities must be valued weekly, marked-to- market at current market price plus accrued interest. (1) The value of collateral must be equal to one hundred four percent (104%) of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. Ifthe value of securities held as collateral slips below one hundred four percent (104%) of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal one hundred five percent (105%). (c) Legal opinion which must be delivered to the County or the Corporation. (i) Repo meets guidelines under state law for legal investment of public funds. (k) Any state administered pooled investment fund in which the Corporation is statutorily permitted or required to invest. (I) Other forms of investments approved in writing by the Bond Insurer with notice to S&P "Issuance Account" means the account in the Project Fund created and so designated by Section 401 of this Series Resolution. "Issuance Costs" means the costs described in Section 402 of this Series Resolution. "Principal Account" means the account in the Bond Fund created and so designated by Section SOl of this Series Resolution. "Principal and Interest Requirements" for any Bond Year means the sum of the Principal Requirements and Interest Requirements for such Bond Year "Principal Requirements" for any Bond Year means the sum of (i) the amount required, if any, to pay the principal of all Outstanding Serial Bonds due on October 1 of the following Bond Year and (ii) the Sinking Fund Requirement for Term Bonds on October I of the following Bond Year "Project" means (i) the renovation and improvement of certain of the County's health care facilities and (ii) the reimbursement and payment to the Corporation for a portion of the cost of acquinng Cape Fear Hospital and related assets and provision of working capital. 17 , "Project Account" means the account in the Project Fund created and so designated by Section 401 of this Series Resolution. "Project Fund" means the New Hanover County 1999 New Hanover Regional Medical Center Project Fund created and so designated by Section 401 of this Series Resolution. "Redemption Fund" means the New Hanover County 1999 New Hanover Regional Medical Center Redemption Fund created and so designated by Section 501 of this Series Resolution. "Regular Record Date" means the fifteenth (15th) day (whether or not a business day) ofthe month preceding each Interest Payment Date. "Second Amendment to Lease Agreement" means the Second Amendment to Lease Agreement dated as of February 15, 1999 by and between the County and the Corporation. "Securities Depository"means The Depository Trust Company, New York, New York or other recognized securities depository selected by the County, which maintains a book-entry system in respect of the Bonds, and shall include any substitute for or successor to the securities depository initially acting as Securities Depository "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 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. "Serial Bonds" means the Bonds designated as such in the certificate ofthe Finance Director delivered pursuant to paragraph (f) of Section 204 herein. "Series Resolution" means this Series Resolution, including any amendments or supplements hereto. "Sinking Fund Account" means the account in the Bond Fund created and so designated by Section 50 I of this Series Resolution. "Sinking Fund Requirement" means, with respect to the Term Bonds for any Bond Year, the principal amount fixed or computed as hereinafter provided for the retirement of such Term Bonds by purchase or redemption on October 1 of the following Bond Year The Sinking Fund Requirement for the Term Bonds for each Bond Year shall be initially the respective principal amounts of such Term Bonds to be redeemed, or otherwise retired, on October I of the following Bond Year. The Term Bonds are subject to mandatory redemption in part by lot at 100% of the principal amount of the Term Bonds being redeemed plus accrued interest to the date of redemption on October 1 in the years and in the amounts set forth pursuant to Section 204(1)(3) hereof in a certificate of the Finance Director 18 , . The Sinking Fund Requirement for the Term Bonds for each Bond Year shall be met by providing for the retirement of such Term Bonds by purchase or redemption on October I of the following Bond Year The aggregate amount of such Sinking Fund Requirements for the Term Bonds shall be equal to the aggregate principal amount ofthe Term Bonds. The Sinking Fund Requirements for the Term Bonds shall begin in the Bond Year determined as provided above and shall end with the Bond Year immediately preceding the maturity of such Term Bonds (such final installment being payable at maturity and not redeemed). On or before the 45th day next preceding any October I on which Term Bonds are to be retired pursuant to the Sinking Fund Requirement, the County may deliver to the Trustee for cancellation Term Bonds required to be redeemed on such October I in any aggregate principal amount desired and receive a credit against amounts required to be transferred from the Sinking Fund Account on account of such Term Bonds in the amount of 100% of the principal amount of any such Term Bonds so purchased. Any principal amount of Term Bonds delivered to the Trustee for cancellation and cancelled in excess ofthe principal amount required to be redeemed on such October I shall be credited against and reduce the principal amount of future Sinking Fund Requirements in such manner as shall be specified in a certificate of the County Representative in substantially the form ofthe certificate filed with the Trustee pursuant to Section 505 of this Series Resolution. If any Term Bonds of the same maturity are paid or redeemed by operation of the Redemption Fund, the Trustee shall reduce future Sinking Fund Requirements therefor in such manner as shall be specified in a certificate of the County Representative III substantially the fonn of the certificate filed with Trustee pursuant to Section 505 of this Series Resolution. "Term Bonds" means the Bonds designated as such in the certificate of the Finance Director delivered pursuant to paragraph (f) of Section 204 herein. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words ofthe 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 ARTICLE II. AUTHORIZATION, FORM, ISSUANCE AND DELIVERY OF BONDS Section 201 Authorization of Bonds. For the purpose of providing funds, together with other available funds, to accomplish the purposes stated in the recitals above and to pay certain expenses incidental to the issuance of the Bonds, there shall be issued, under and pursuant to the Constitution, the laws ofthe State, including the Act, the Bond Order and this Series Resolution, the Bonds in the amounts and subject to the conditions herein provided. Section 202. Form of Bonds Generallv The definitive Bonds are issuable in fully registered form in denominations of$5,000 or any whole multiple thereof. The definitive Bonds issued under the Provisions of Section 204 hereof shall be substantially in the form hereinabove set 19 forth, with such appropriate variations, omissions and insertions as are permitted or required by this Series Resolution. Section 203 Details of Bonds. The Bonds shall be dated February 15, 1999 and shall bear interest until their payment, such interest to the maturity thereof being payable on October 1,1999 and semiannually thereafter on October 1 and April 1 in each year, and shall be stated to mature (subject to the right of prior redemption) as hereinafter provided. Each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (a) authenticated upon any Interest Payment Date, in which event it shall bear interest from such Interest Payment Date or (b) authenticated prior to the first Interest Payment Date, in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid. Section 204 Issuance of Bonds. The Bonds shall be issued in an aggregate principal amount not to exceed One Hundred Thirty Million Dollars ($130,000,000) and shall be designated "Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 " The Bonds shall bear interest (based on a 360-day year consisting of twelve 30-day months) at the rates and shall be stated to mature, subject to the right of prior redemption as hereinafter set forth, on October 1 in the years and amounts set forth in the certificate of the Finance Director deli vered pursuant to paragraph (f) below The Finance Director is hereby authorized to make such determinations as shall enable him to deliver the certificate requIred by paragraph (f) of this section, and delivery of such certificate shall be deemed approved by the Board of Commissioners of the County of the award of the Bonds by the Local Government Commission and a direction to authenticate and deliver the Bonds to or upon the orders of the purchasers thereof. The Bonds shall be executed substantially in the form and in the manner hereinabove set forth and shall be deposited with the Trustee for authentication, but before the 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: (a) a copy, duly certified by the Clerk to the Board of Commissioners of the County to be a true and correct copy, of this Series Resolution, the First Supplemental Bond Order and the Second 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 Second Amendment to Lease Agreement, approving the First Supplemental Bond Order and this Series Resolution and approving the issuance and sale of the Bonds; 20 , ( 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 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, the Series Resolution and all other resolutIOns relating to the issuance of the Bonds have been duly adopted at meetmgs 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 and such Series Resolution 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 Bonds have been duly authorized, (iv) the form and terms of the Bond Order and the Series Resolution for the Bonds have been duly authorized, (v) each of the Bond Order and the Series Resolution constitutes a binding and valid agreement ofthe County that is enforceable in accordance with its terms, (vi) no provision of the Bond Order or the Series Resolution violates any federal or North Carolina statutory or constitutional provision, including without 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 the Series Resolution is not subject to any authorization, consent, approval, or review of any governmental 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 or the Series Resolution or the transactions contemplated therein, or of the Bonds, or the corporate existence or the boundaries ofthe 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 Bonds have been fulfilled; (d) an opinion of counsel for the Corporation to the effect that (i) the County or the Corporahon 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 Bonds, and that iffurther 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, the Series Resolution and all other resolutions relating to the issuance of the 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, and (iii) 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 or the Series Resolution or the transactions contemplated therein, or of the Bonds, or the corporate existence of the Corporation or the title of any of the officers of the Corporation to their respectIve offices; 21 , (e) an opinion of bond counsel to the effect that the issuance ofthe Bonds has been duly authorized, that the 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, under existing law interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from North Carolina income taxes; (f) a certificate or certificates of the Finance Director collectively setting forth the following: (I) the aggregate principal amount of Bonds to be issued, not in excess of the maximum amount previously established in this Section 204, (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 and amount of the Term Bonds, (4) the true interest cost of the Bonds, not to be in excess of 5.95% per annum, (5) the optional redemption dates and redemption premium, if any, not in excess of the amount established in Section 301(b), (6) whether the redemption provisions of Section 301(e) shall apply, and ifso the applicable redemption price, not in excess of 102%, and (g) evidence of compliance with Section 1201 of the Bond Order When the documents mentioned in Section 208 ofthe Bond Order and paragraphs (a) to (g), inclusive, of this Section shall have been filed with the Trustee and when the Bonds shall have been executed and authenticated as required by this Series Resolution and the Bond Order, the Trustee shall deliver the Bonds at one time to the State Treasurer for delivery to the Secunties Depository, but only upon payment to the Trustee of the purchase price of the Bonds and the accrued interest, if any, thereon. Simultaneously with the delivery ofthe Bonds, the proceeds (including any accrued interest and any earnings on the good faith deposit received from the purchasers of the Bonds) of the Bonds (net of any underwriting discount and discount to investors) shall be applied by the Trustee in accordance with instructions from the County as follows: (I) for deposit to the credit of the Interest Account, the amount received as accrued interest, if any, on the Bonds; (2) to the Local Government Commission of North Carolina, an amount to pay its issuance fees in connection with the issuance of the Bonds; (3) to the Bond Insurer, an amount to pay for the Bond Insurance; 22 , ~ . (4) for deposit to the credit of the Issuance Account, an amount to pay certain expenses incurred in connection with the issuance of the Bonds; (5) to NationsBank, NA, an amountto repay in part a loan incurred by the COIporation to acquire Cape Fear Hospital and related assets; (6) for deposit to the credit of the Project Account, the balance of the proceeds of the Bonds received by the Trustee (including any earnings on the good faith deposit received from the underwriters of the Bonds). ARTICLE III. REDEMPTION OF BONDS Section 301 Terms of Red emotion. (a) The Bonds shall not be subject to prior redemption except as provided in this Article III and in Article III of the Bond Order (b) The Bonds maturing on or after the date specified by the Finance Director in his certificate delivered pursuant to paragraph (f) of Section 204 (such date not to be later than October 1,2029) shall be subject to redemption by the County at the direction of the Corporation, in whole or in part (by lot wIthin a maturity) on any date, provided that in no event shall such redemption be at a redemption price of greater than 102% of the principal amount thereof, plus interest accrued to the redemption date. (c) The Bonds are required to be redeemed to the extent of any Sinking Fund Requirement therefor on the October I immediately following each Bond Year in which there is a Sinking Fund Requirement, upon payment of 100% of the principal amount thereof plus accrued interest to the redemption date. (d) The Bonds are subject to redemption by the County at the direction of the Corporation in whole or in part at a redemption price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, 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) ofthe 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 Bonds are also subject to redemption, in whole only, 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 23 ~ 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. [To apply or not, based on certificate referred to in Section 204(1)] [(e)The Bonds are subject to redemption by the County at the direction of the Corporation in whole or in part at any time at a redemption price equal to _ % ofthe principal amount thereof, plus accrued interest to the redemption date, in the event that the County or the Corporation sells, leases or otherwise disposes of any property and as a result, based on an opinion of bond counsel, the Corporation or the County determines that unless remedial measures are taken pursuant to any revenue procedure, revenue ruling or regulation of the Internal Revenue Service, the exclusion of interest on the Bonds to be redeemed from the gross income ofthe owners thereof for federal income tax purposes will be adversely affected.] Section 302. Selection of Bonds to Be Redeemed. The Bonds shall be redeemed only in whole multiples of$5,000. Not later than the forty-fifth (45th) day prior to the redemption date, the County shall select the maturity or maturities and the amount of each maturity of the Bonds to be redeemed in accordance with the terms and provisions of this Series Resolution and shall advise the Trustee in writing of its election to redeem. An amount of cash or Defeasance Obligations which, together with the interest to be earned thereon, shall be sufficient to effect such redemption shall be transferred to the Trustee for deposit to the Redemption Fund not later than the redemption date. Ifless than all of the Bonds of any maturity are to be called for redemption, the Trustee shall select by lot, in such manner as the Trustee m its discretion may determine, the Bonds to be redeemed withm each matunty, including each Sinking Fund Requirement, each $5,000 portion of principal being counted as one Bond for this purpose; provided that for so long as the Holder IS a Securities Depository Nominee, such selection shall be made by the SecuritIes Depository Section 303 Redemption Notice. Not less than thirty (30) days but not more than sixty (60) days before theredemption date of any 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 Bonds to be redeemed in whole or in part. 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 ofthe Bonds of any other Holders. Each such notice shall set forth. the CUSIP numbers and bond certificate numbers of the Bonds to be redeemed, the interest rate of the Bonds to be redeemed, the date of issuance of the Bonds to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the maturities of the Bonds to be redeemed and, in the case of 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 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 Bonds and that, on any day prior to the tenth (lOth) Business Day preceding the date fixed for redemption, the County has the right, at the request of the Corporation, to revoke such redemption in accordance with the provisions of this Series Resolution, in which case the Bonds shall not be redeemed on such date and any notice of redemption mailed to the Holders will be null and void. If any Bond is to be redeemed in part only, the notice of redemption shall state also that 24 ... . on or after the redemption date, upon surrender of such Bond, a new Bond in principal amount equal to the unredeemed portion of such Bond will be issued. The Trustee shall also take the following actions with respect to such notice of redemption: At least 30 days prior to the date of redemption, such notice shall be given by (i) registered mail or certified mail, postage prepaid, (ii) telephonically registered confirmed facsimile transmission or (iii) first class mail, postage prepaid, to each of the following securities depositories at the addresses and transmission numbers given, or such other address or transmission number as may have been delivered in writing to the Trustee for such purpose not later than the close of business on the day before such notice is given. (I) The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Facsimile transmission. (516) 227-4039 (516) 227-4190 (2) Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Facsimile transmission. (215) 496-5058 At least 30 days before the date ofredemption, such notice shall be given by (i) registered or certified mail, postage prepaid, or (ii) overnight delivery service to at least two of the following services selected by the Trustee: (I) Financial Information, Inc.'s Daily Called Bond Service; (2) Kenny Information Service's Called Bond Service; (3) Moody's Called Bond Record; or (4) Standard & Poor's Called Bond Record. At least 30 days before the date of redemption, such notice shall be given by first class mail, postage prepaid, to the Local Government Commission. Neither failure to receive any such notice nor any defect in any such notice so given shall affect the sufficiency of the proceedings for the redemption of such Bonds. Each check or other transfer of funds issued by the Trustee for the purpose of redeeming Bonds shall bear, to the extent practicable, the CUSIP Number identifying the Bonds being redeemed with the proceeds of such check or other transfer. 25 , ,. . Notice of redemption of Bonds shall be given by the Trustee, at the expense of the Corporation, for and on behalf of the County. Failure by the Trustee to give any notice pursuant to this Section 303 to anyone or more of the securities depositories or information services named therein shall not affect the sufficiency of the proceedings for redemption. Section 304 Revocation of Red emotion Notice. Notwithstanding any other provision of this Series Resolution, if, on any day prior to the tenth (10th) Business Day preceding any date fixed for redemption of Bonds pursuant to Section 301(b) or 301(d) [or 301(e)]) hereof, the County notifies the Trustee in writing that the County, at the direction of the Corporation, has elected to revoke its election to redeem such Bonds, the Bonds shall not be redeemed on such date, and any notice ofredemption mailed to the Holders pursuant to Section 303 hereof shall be null and void. In such event, within five (5) Business Days after the date on which the Trustee receives notice of such revocation, the Trustee shall cause a notice of such revocation signed by the Trustee to be mailed, first-class, postage prepaid, to all Holders owning such Bonds. ARTICLE IV. PROJECT FUND Section 401 Proiect Fund. A special fund is hereby established with the Trustee and designated "New Hanover County 1999 New Hanover Regional Medical Center Project Fund" (herein sometimes called the "Project Fund") in which there is established a Project Account and an Issuance Account. Any money received by the Trustee or the County from any source for the Proj ect shall be deposited as soon as practicable upon its receipt to the credit of the Project Account. The money in the Project Fund shall be held by the Trustee in trust and, subject to the provisions of Section 406 of this Series Resolution, shall be applied to the payment of the Cost of the Project, and, pending such application, shall be subject to a lien and charge in favor of the Holders ofthe Bonds and shall be held for the security of such Holders. Section 402. Payments from Proiect Fund. Payment of the Cost of the Project shall be made from the Project Fund. All payments from the Project Fund shall be subject to the provisions anCl restrictions set forth in this Article, and the County covenants that it will not cause or permit to be paid from the Project Fund any sums except in accordance with such provisions and restrictions. All issuance costs, within the meaning of Section 1 47(g) of the Code ("Issuance Costs"), incurred in connection with the Bonds and to be financed from the proceeds ofthe sale ofthe Bonds shall be. paid only from the Iss\lance Account ofthe Project Fund. Examples ofIssuance Costs include (but are not limited to) the following, if any' (1) counsel fees (including bond counsel, underwriter's counsel, issuer's counsel, corporation counsel in the case of borrowings such as those herein contemplated, as well as any other specialized counsel fees incurred in connection with the borrowing); 26 ~ ~ (2) rating agency fees; (3) depositary fees incurred in connection with the borrowing; (4) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (5) accountant fees related to issuance of the Bonds; (6) Local Government Commission fees; (7) printing costs (for the Bonds and of preliminary and final offering materials); (8) costs incurred in connection with the required public approval process (e.g., publication costs for public notices generally and costs ofthe public hearing); and (9) costs of engineering and feasibility studies necessary to the issuance of the Bonds (as opposed to such studies related to completion of the Project, but not to the financing). Furthermore, other items which constitute Costs ofthe Project (as described in Section 403 hereof) may be paid from the Issuance Account. Section 403 Cost ofProiect. For the purpose of this Series Resolution, the Cost of the Project shall embrace such costs as are eligible costs within the purview of the Act and, without intending thereby to limit or restrict any proper definition of such Cost, shall include the followmg: (a) the cost of all labor, materials and services, the cost of all lands, property, rights, rights of way, easements, franchises and other interests as may be deemed necessary or convenient for such acquisition, construction and equipping, the cost of all machinery and equipment, financing charges, engineering and legal expenses, costs of plans, specifications, surveys, other expenses necessary or incident to determining the feasibility or practicality of such acquisition, construction and equipping, administrative expenses, and such other expenses as may be necessary or incident to the financing, acquisition and construction of the Project and the placing of the Project in operation; (b) Issuance Costs; (c) the cost of borings and other preliminary investigations to determine foundation or other conditions, expenses necessary or incident to determining the feasibility or practicability of constructing the Project and fees and expenses of engineers, architects, management consultants and hospital consultants for making studies, surveys and estimates of expenses and of engineers and architects for preparing plans and specifications and supervising construction as well as for the performance of all other duties of engineers and architects set forth herein in relation to the acquisition and construction of the Project; 27 ." . (d) all other items of expense not elsewhere in this Section specified incident to the acquisition, construction and equipping of the Project and the financing thereof, including the acquisition of lands, property rights, rights of way, easements, franchises and interests in or relating to lands, title insurance, costs of surveys and other expenses in connection with such acquisition, and expenses of administration, all properly chargeable to the acquisition, construction and equipping ofthe Project; (e) interest on the Bonds during the period of construction ofthe Project and for a period not exceeding twenty-four months thereafter; (f) the cost of the Bond Insurance; (g) obligations or expenses heretofore or hereafter incurred or paid by the County or the Corporation for any of the foregoing purposes. Section 404 Requisitions from Proiect Fund. Payments from the Project Fund shall be made in accordance with the provisions ofthis Section. Before any such payment shall be made, the County and the Corporation shall file with the Trustee: (a) a requisition, signed by the County Representative and the Corporation Representative, in the form attached hereto as Exhibit A, stating: (i) the item number of each such payment, (ii) the name of the person, firm or corporation to whom each such payment is due (unless the payment is for the Corporation's working capital), (iii) the respective amounts to be paid, (iv) the purpose by general classification for which each obligation to be paid was incurred, (v) that obligations in the stated amounts have been incurred and are currently due and payable and that each item thereof is a proper charge against the Project Fund and has not been paid, (vi) that no notice of any lien, right to lien or attachment upon, or claim affecting the right of any such persons, firms or corporations to receive payment of the respective amounts stated in such requisition, has been filed or attached or, if any ofthe foregoing have been filed or attached, that the same will be satisfied or discharged or that provisions have been made (which shall be specified) to adequately protect the Trustee and the Holders from incurring any loss as a result ofthe same, (vii) that such requisition contains no item representing payment on account of any retainage to which the County or the Corporation is entitled at the date of such requisition, and 28 .' . (viii) whether such requisition shall be paid from the Project Account or the Issuance Account and whether it relates to working capital of the Corporation. (b) as to obligations payable to contractors on account of construction costs, a certificate signed by the Independent Architect and attached to such requisition certifying his approval thereof. ( c) as to obligations payable from the Project Account, a certificate signed by the County Representative and the Corporation Representative and attached to such requisition that such obligations do not represent Issuance Costs. Upon receipt of each requisition and accompanying certificate, the Trustee shall pay the obligations set forth in such requisition out of money in the Project Fund, and each such obligation shall be paid by check signed by one or more officers or employees of the Trustee designated for such purpose by the Trustee. In making such payments, the Trustee may rely upon such requisitions. If for any reason the County and the Corporation should decide prior to the payment of any item in a requisition not to pay such item, it shall give written notice of such decision to the Trustee and thereupon the Trustee shall not make such payment. Section 405 Reliance Upon Requisitions. The Trustee may rely upon all requisitions and opinions received by it as conditions of payment from the Project Fund. Such requisitions and opmions shall be retained by the Trustee for a period of five years and shall be subject at all reasonable times to examination by the County and the Corporation. Section 406 Completion of the Proiect and Disposition ofProiect Fund Balance. When the acquisition and construction of the Project shall have been completed, which fact shall be eVidenced to the Trustee by a certificate signed by the County Representative and the Corporation Representative to the effect that there are no mechanics', workers', repairmen's, architects', engineers', surveyors', carriers', laborers', contractors' or materialmen's liens on any property constituting a part of the Project on file in any public office where the same should be filed to be perfected and that the time within which such liens can be filed has expired, the balance in the Project Fund shall be transferred by the Trustee to the credit of the Bond Fund (and any account therein) or the Redemption Fund, as the County shall direct. ARTICLE V. FUNDS AND ACCOUNTS Section 501 Establishment of Funds and Accounts. In addition to the Project Fund established by Article IV hereof, there are hereby established the following funds: (a) The New Hanover County 1999 New Hanover Regional Medical Center Revenue Bond Fund in which there are established three special accounts to be known as the Interest Account, the Principal Account and the Sinking Fund Account; and 29 .' (b) The New Hanover County 1999 New Hanover Regional Medical Center Redemption Fund. All funds and accounts shall be established with and held by the Trustee, The money in each of said funds and accounts shall be held in trust and applied as hereinafter provided, and, pending such application, shall be subject to a lien and charge in favor ofthe Holders and held for the further security of the Holders, all as provided herein, Section 502. Deposits. The County covenants that on the twenty-fifth day of each of the months specified in connection with paragraphs (a), (b) and (c) below, it shall cause there to be transferred for deposit with the Trustee an amount equal to the amounts payable under each of said paragraphs. It shall be the duty ofthe Trustee to deposit the amounts so received to the credit of the appropriate accounts in the order set forth below as such payments are received by the Trustee. Such deposits shall continue until there shall have been deposited with the Trustee sufficient moneys for the payment in full of all the amounts due and payable under this Series Resolution as follows: (a) into the Interest Account, beginning on September 25, 1999 and continuing on the 25th day of each September and March thereafter, an amount equal to the interest payable on the Bonds on the next ensuing Interest Payment Date; (b) into the Principal Account, beginnmg September 25, _ and continuing on the 25th day of each September thereafter, an amount equal to the principal of all Serial Bonds due on the next ensuing October I, and (c) into the Sinking Fund Account, beginning September 25 ofthe year specified for such purpose in the certificate ofthe Finance Director delivered pursuant to paragraph (I) of Section 204 hereof, and continuing on the 25th day of each September thereafter, the amount required to retire the Term Bonds to be called by mandatory redemption or to be paid at maturity on the next ensuing October I, in accordance with the Sinking Fund Requirement therefor To the extent that investment earnings are credited to the Interest Account, the Principal Account or the Sinking Fund Account in accordance with Section 602 hereof or amounts are credited thereto as a result ofthe application of Bond proceeds or a transfer of investment earnings on any other fund or account held by the Trustee, or otherwise, future deposits to such accounts shall be reduced by the amount so credited, and the deposits following the date upon which such amounts are credited shall be reduced by the amounts so credited. After giving effect to the credits specified above, if any previous deficiency shall eXist in any of the reqmred payments or any deficiency or loss may exist in any ofthe above-mentioned accounts and funds, the Trustee shall notify the County and the Corporation of such deficiency or loss and the County shall cure such deficiency or loss as hereinafter provided in this Article. Section 503 Application ofMonev in the Interest Account. Not later than the close ofbusiness on the Business Day preceding each Interest Payment Date or date for the payment of Defaulted Interest or date upon which Bonds are to be redeemed, the Trustee shall withdraw from the Interest 30 ,. , Account and remit by mail to each Holder that is not a Securities Depository Nominee the amount required for paying interest on the Bonds when due and payable. At such time as to enable the Trustee to make payments of interest on the Bonds in accordance with any existing agreement between the Trustee and any Securities Depository, the Trustee shall withdraw from the Interest Account and remit by wire transfer, in Federal Reserve or other immediately available funds, the amounts required to pay to any Holder which is a Securities Depository Nominee interest on the Bonds on the next succeeding Interest Payment Date; provided, however, that such wire transfer shall be made not later than 10'00 A.M., New York City time, on each Interest Payment Date. In the event the balance in the Interest Account on the second Business Day next preceding an Interest Payment Date or date upon which Bonds are to be redeemed is insufficient for the payment of interest becoming due on the Bonds on the next ensuing Interest Payment Date or date upon which Bonds are to be redeemed, the Trustee shall notify the County and the Corporation of the amount of the deficiency Upon notification, the County shall immediately deliver to the Trustee an amount sufficient to cure the same. Section 504 Application ofMonev in the Principal Account. Not later than the close of business on the Business Day immediately preceding each October I, commencing October I ofthe year specified as the first year for the redemption of Term Bonds pursuant to the Sinking Fund Requirements in the certificate ofthe Finance Director delivered pursuant to paragraph (I) of Section 204 hereof, the Trustee shall withdraw from the Principal Account and, not later than 10'00 A.M., New York City time, set aside in a special account in its corporate trust department the amount necessary to pay the principal of all Serial Bonds due on such October I If at any date there shall be money in the Principal Account and no Serial Bonds are then Outstanding or if on any principal payment date money remains therein after the payment of the principal of Serial Bonds then due, the Trustee shall withdraw such money therefrom and shall deposit the same in the Sinking Fund Account and credit the same against future transfers to such Account by the County In the event the balance in the Principal Account on the second Business Day next preceding a principal payment date is insufficient to pay principal becoming due on such principal payment date, the Trustee shall notify the County and the Corporation ofthe amount of the deficiency Upon notification, the County shall immediately deliver to the Trustee an amount sufficient to cure the same. Section 505 Application of Monev in the Sinking Fund Account. Money held for the credit of the Sinking Fund Account shall be applied during each Bond Year to the purchase or retirement of the Term Bonds then Outstanding as follows: (a) The Trustee shall endeavor to purchase and cancel Term Bonds or portIons thereof then subject to redemption by operation of the Sinking Fund Account or maturing on the next ensuing October 1 at the most advantageous price obtainable with reasonable diligence. The purchase price of each such Term Bond shall not exceed the Redemption Price proVIded 111 Section 31 301(c) of this Series Resolution which would be payable on the next October I to the Holders of such Bonds under the provisions of Article III of this Series Resolution if such Bonds or portions thereof were called for redemption on such date, plus accrued interest to the date of purchase. The Trustee shall pay the interest accrued on such Term Bonds to the date of settlement therefor from the Interest Account or from funds made available by the County therefor and shall pay the purchase price from the Sinking Fund Account, but no such purchase shall be made by the Trustee from money in the Sinking Fund Account within the period offorty-five (45) days immediately preceding any October I on which such Term Bonds are subject to redemption. The aggregate principal amount of purchase price of Term Bonds during such Bond Year shall not exceed the amount deposited in the Sinking Fund Account on account of the Sinking Fund Requirement for the Term Bonds for such Bond Year. If in any Bond Year the sum of the amount on deposit in the Sinking Fund Account for the payment of any Term Bonds plus the principal amount of the Term Bonds that were purchased during such Bond Year pursuant to the provisions of this paragraph (a) exceeds the Sinking Fund Requirement for the Outstanding Term Bonds for such Bond Year, the Trustee shall endeavor to purchase Outstanding Term Bonds, upon written direction from the County, with such excess money; and (b) The Trustee shall call for redemption, on October I in each Bond Year, Term Bonds then subject to redemption in a principal amount equal to the aggregate Sinking Fund Requirement for the Term Bonds for such Bond Year, less the principal amount of any such Term Bonds retired during such Bond Year by purchase pursuant to clause (a) of this Section. Such redemption shall be made pursuant to the provisions of Article III ofthis Series Resolution. On each such redemption date the Trustee shall withdraw from the Sinking Fund Account the amount required to pay the Redemption Price of the Term Bonds so called for redemption. The amount of interest on the Term Bonds so called for redemption shall be paid from the Interest Account. If such date is the stated maturity date of any such Term Bonds, the Trustee shall not call such Term Bonds for redemption but, on such matunty, shall withdraw from the Sinking Fund Account and not later than 10'00 A.M., New York City time, on such date set aside in a special account in its corporate trust department the amount required for paying the principal of such Term Bonds when due and payable. If at any date there shall be money in the Sinking Fund Account and no Term Bonds are then Outstanding or if on any payment date money remains therein after the mandatory redemption of Term Bonds in accordance with the Sinking Fund Requirement therefor, the Trustee shall withdraw such money therefrom and deliver the same to the Corporation. In the event the balance in the Sinking Fund Account on the second Business Day next preceding a date upon which Term Bonds are to mature or to be redeemed in accordance with any Sinking Fund Requirement therefor is insufficient to satisfy such Sinking Fund Requirement, the Trustee shall notify the County and the Corporation ofthe amount of the deficiency Upon notification, the County shall immediately deliver to the Trustee an amount sufficient to cure the same. If, in any Bond Year, by the application of money in the Sinking Fund Account, the Trustee should purchase and cancel Term Bonds in excess of the aggregate Sinking Fund Requirement for such Bond Year, the Trustee shall file with the County not later than the twentieth (20th) day pnor to the next October I on which Term Bonds are to be redeemed a statement identifying the Term Bonds purchased during such Bond Year and the amount ofsuch excess. The County shall thereafter 32 cause a certificate of a County Representative to be filed with the Trustee not later than the tenth (10th) day prior to such October I, setting forth with respect to the amount of such excess the Bond Years in which the Sinking Fund Requirements with respect to Term Bonds are to be reduced and the amount by which the Sinking Fund Requirements so determined are to be reduced. Upon the retirement of any Term Bonds by purchase or redemption pursuant to the provisions of this Section, the Trustee shall file with the County a statement identifYing such Term Bonds and setting forth the date of purchase orredemption, the amount ofthe purchase price or the Redemption Price of such Term Bonds, and the amount paid as interest thereon. The expenses incurred in connection with the purchase or redemption of any such Term Bonds shall be paid by the County from Revenues. Section 506. Application of Monev in the Redemption Fund. Money held for the credit of the Redemption Fund shall be applied to the purchase or redemption of Bonds, as follows: (a) Subject to the provisions of paragraph (c) of this Section, the Trustee shall endeavor to purchase and cancel Bonds or portions thereof, whether qr not such Bonds or portions thereof shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, such price not to exceed the Redemption Price that would be payable on the next redemption date to the Holder of such Bonds under the provisions ofthis Series Resolution if such Bonds or portions thereof should be called for redemption on such date from the money in the Redemption Fund. The Trustee shall pay any interest accrued on such Bonds or portions thereof to the date of settlement therefor from the Interest Account or from other funds made available by the County therefor and shall pay the purchase price from the Redemption Fund, but no such purchase shall be made by the Trustee from money in the Redemption Fund within the period of forty-five (45) days immediately preceding any Interest Payment Date or date on which Bonds are subject to redemption. (b) Subject to the provisions of paragraph ( c) of this Section, the Trustee shall call for redemption in accordance with Article III hereof such amount of Bonds or portions thereof as, with the redemption premium, if any, will exhaust the money then held for the credit of the Redemption Fund as nearly as may be practicable; provided, however, that not less than Fifty Thousand Dollars ($50,000) principal amount of Bonds shall be called for redemption at anyone time. Such redemption shall be made pursuant to the provisions of Article III ofthis Series Resolution. On the Business Day preceding the redemption date, the Trustee shall withdraw from the Interest Account and the Redemption Fund the respective amounts required for paying the interest on and the Redemption Price of the Bonds or portions thereof so called for redemption. (c) Money in the Redemption Fund shall be applied by the Trustee in each Bond Year to the purchase or the redemption of the Bonds then Outstanding in accordance with the latest certificate of a County Representative filed by the County with the Trustee deSignating the Bonds to be purchased or redeemed. Upon the retirement of any Bonds by purchase or redemption pursuant to the provisions of this Section, the Trustee shall file with the County and the Corporation a statement Identifying such Bonds and setting forth the date of purchase or redemption, the amount ofthe purchase price or the 33 . Redemption Price of such Bonds and the amount paid as interest thereon. The expenses in connection with the purchase orredemption of any such Bonds are required to be paid by the County from Revenues. Section 507 Disposition of Fund Balances. After provision shall bemade for the payment of all Outstanding Bonds, including the redemption premium, if any, and interest thereon, and for the payment of all other obligations, expenses and charges required to be paid under or in connection with this Series Resolution, and assuming the existence of no other bond orders, indentures or other agreements imposing a continuing lien on the balances hereinafter mentioned, the Trustee shall pay all amounts in any fund, account or subaccount then held by it under this Series Resolution, in the manner directed by the Corporation, provided, however, that if a continuing lien has been imposed on any such balance by another bond order, series resolution, indenture or agreement as to which the Trustee has actual notice, the Trustee shall pay such balance to such person as such bond order, indenture, series resolution or agreement shall provide. Section 508. Securitv for the Bonds. In addition to the security for the Bonds granted by the County pursuant to Section 405 ofthe Bond Order, the County hereby grants to the Holders and to the Trustee, on behalf of such Holders, a pledge ofthe money and Investment Obligations in any and all of the funds and accounts established under this Series Resolution. Section 509 Arbitrage. The County agrees that money on deposit in any fund or account maintained in connection with the Bonds, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other sources, and whether or not the Bonds are Outstanding hereunder, (i) will not be used in a manner that would cause the 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 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 certam manners, in order to avoid the 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 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 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 510 Tax Covenant. The County covenants that it will not take any action which will, or fail to take any action which failure will, cause interest on the Bonds to become includable in the gross income ofthe Holders thereoffor federal income tax purposes pursuant to the provisions of the Code and regulations promulgated thereunder in effect on the date of original issuance of the Bonds; 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. 34 .. ARTICLE VI. DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS Section 60 I Securitv for Deoosits. Any and all money deposited or caused 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 ofthe 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 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 deposit of trust funds; provided, however, that it shall not be necessary for the Trustee to give secunty for the deposit of any money with it for the payment of the principal of or the redemption premium or the interest on any 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 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 maturity date of any Bonds Outstanding at the time such Investment ObligatIons are 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. The County or the Corporation shall 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 35 . Corporation with respect to the proposed investment of money 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 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 credited to any fund or account established under this Series Resolution or the Bond Order shall be held by or under the control ofthe 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; provided, however, that prior to the completion of the Project, all income accruing on, and any profit or loss realized upon the disposition or maturity of any investment in any fund or account shall be credited to or charged against the Project 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 orresponsible for any loss resulting from any such investment made in accordance with this Section. 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 SectJon 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) ifsuch 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. AIl Investment Obligations in all of the funds and accounts established under this Series Resolution or the Bond Order, except the Operating Fund, shall be valued two (2) Business Days prior to any Interest Payment Date. In addition, 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. 36 '- ARTICLE VII. EVENTS OF DEFAULT Section 701 Events of Default. The events of default set forth in Section 701 ofthe 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 bv 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 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 (i) in the same manner, subject to the provisions of Article XI hereof, as is provided in Sections 1001 and 1002 of the Bond Order for the adoption of supple mental bond orders and the provisions of said Sections 1001 and 1002 are hereby incorporated herein and made applicable hereto in the same manner as if herein set forth, and (ii) to make conforming and other changes deemed necessary or appropriate in connection with the delivery of a Replacement Master Agreement pursuant to Section 620 of the Bond Order Section 902. Exclusion of Bonds. Bonds owned or held by or for the account ofthe County or the Corporation or any controlled 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 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 Bonds so to be excluded. 37 .' . ARTICLE X. DEFEASANCE Section 1001 Cessation ofInterest of Holders and ReDeal of Series Resolution. If, when (a) the 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 Bonds at their respective maturities or to call such 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 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 Bonds then Outstanding to the maturity date or dates of such Bonds or to the date or dates specified for the redemption thereof, and ( c) sufficient funds shall also have been provided or provision made for paying all other obligations payable hereunder by the County, in connection with an advance refunding as shown by a verification report ofan Accountant as to the adequacy of the escrow, then and in that case the right, title and interest ofthe 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 ofthe County, shall distribute any surplus in any and all balances remaining in all funds and accounts, other than money held for the redemption or payment of Bonds, as provided in Section 507 hereof. 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 Senes 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 ofthe 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 affect the validity of the defeasance of the Bonds pursuant to this Section and (ii) (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 Bonds for the payment ofthe 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 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. 38 .. . ARTICLE XI. MUNICIPAL BOND INSURANCE So long as an Insurer Default shall not exist and the Bond Insurance remains in effect, the following shall apply, notwithstanding any provision herein or in the Bond Order to the contrary' Section I 10 1 Payments Under Bond Insurance. (a) in the event that, on the second Business Day, and again on the Business Day, prior to the payment date on the Bonds, the Trustee has not received sufficient moneys to pay all principal of and interest on the Bonds due on the second following or following, as the case may be, Business Day, the Trustee shall immediately notifY the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency (b) if the deficiency is made up in whole or in part prior to or on the payment date, the Trustee shall so notifY the Insurer or its designee. (c) in addition, if the Trustee has notice that any Holder has been required to disgorge payments of principal or interest on the obligation to a trustee in Bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such Holder within the meaning of any applicable bankruptcy laws, then the Trustee shall notifY the Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (d) the Trustee is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Holders of the obligations as follows: (ix) if and to the extent there is a deficiency in amounts required to pay interest on the Bonds, the Trustee shall (a) execute and deliver to State Street Bank and Trust Company, N.A., or its successors under the Bond Insurance (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer; (b) receive as designee of the respective Holders (and not as Trustee) in accordance with the tenor of the Bond Insurance payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Holders; and (x) ifand to the extent ofa deficiency in amounts required to pay principal of the Bonds, the Trustee shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the Bond surrendered to the Insurance Paying 39 .' .... Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Trustee and available for such payment (but such assignment shall be delivered only ifpayment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Trustee) in accordance with the tenor of the Bond Insurance payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders. (e) payments with respect to claims for interest on and principal of Bonds disbursed by the Trustee from proceeds of the Bond Insurance shall not be considered to discharge the obligation of the County with respect to such Bonds, and the Bond Insurer shall become the owner of such unpaid Bond and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. (f) irrespective of whether any such assignment is executed and delivered, the County and the Trustee hereby agree for the benefit ofthe Bond Insurer that: (i) they recognize that to the extent the Bond Insurer makes payments, directly or indirectly (as by paying through the Trustee), on account of principal of or interest on the Bonds, the Bond Insurer will be subrogated to the rights of such Holders to receive the amount of such principal and interest from the County, with interest thereon as provided and solely from the sources stated in the Bond Order and this Series Resolution and the Bonds; and (ii) they will accordingly pay to the Bond Insurer the amount of such princIpal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in the Bond Order and this Series Resolution and the Bond, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Bonds to Holders, and will otherwIse treat the Bond Insurer as the owner of such rights to the amount of such principal and mterest. (g) In connection with the issuance of additional bonds under the Bond Order, the County shall deliver to the Insurer a copy ofthe disclosure document, if any, circulated with respect to such additional bonds. Section 1102. Concerning the Trustee. (a) All notices concerning resignation orremoval of the Trustee shall also be sent to the Bond Insurer (b) No successor Trustee shall be appointed without the prior written consent of the Bond Insurer (c) The Bond Insurer, at any time, may remove the Trustee for "cause" by notice to the County, the Trustee and the Corporation. The Trustee shall continue to act as Trustee hereunder and 40 .' .. under the Bond Order and have the right to proceed to cure any gross negligence, willful misconduct or failure or unwillingness to perform its duties (any of which shall be deemed to constitute "cause"), for a period of two (2) weeks. If such cure is not effected within such time, the Trustee's functions hereunder and under the Bond Order will be terminated immediately upon appointment of a successor Trustee by the County with the prior written approval of the Bond Insurer" Section 1103 Amendments and Supplements. (a) neither the Bond Order, this Series Resolution or the Lease shall be amended or supplemented without the prior written consent of the Bond Insurer, except that those documents may be amended without such consent to provide for additional bonds to be issued under the Bond Order (and series resolutions adopted in connection therewith). (b) copies of all documents amending or supplementing the Bond Order, this Series Resolution or the Lease shall be provided to S&P Section 1104 Notices. All notices required to be sent to Holders or the Trustee shall also be sent to the Bond Insurer Section 1105 Security No Replacement Master Agreement shall take effect under Section 620 ofthe Bond Order without the prior written consent of the Bond Insurer Section 1106. Default and Remedies. (a) the Bond Insurer shall have the sole right to waive any events of default. (b) any notice of an Event of Default shall also be given to the Bond Insurer ( c) the Bond Insurer shall have the right to control and direct all remedies and to direct the Trustee as to any action to be taken or any remedy to be pursued upon the occurrence of an Event of Default. (d) the Bonds shall not be accelerated for any reason without the prior written consent ofthe Bond Insurer. (e) in the event of a payment under the Bond Insurance, the Trustee shall deliver to the Insurance Paying Agent a document in form and substance acceptable to the Insurance Paying Agent assigning all rights of the Trustee pursuant to the Bonds to foregone interest and principal payments to the Bond Insurer, including accrued interest. The Bond Insurer's rights pursuant to the preceding sentence shall be subrogated to the Holders of the Bonds for future payment of principal and interest. (f) payments made by the Bond Insurer for principal of and interest on the Bonds do not discharge the County's or the Corporation's responsibility with respect to payment thereof. 41 , u Section 1107 Bond Insurer Consent. Any action under this Series Resolution or under the Bond Order requiring Holder consent shall also require the prior written consent of the Bond Insurer 42 '..," . I.. ARTICLE XII. MISCELLANEOUS PROVISIONS Section 1201 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 320 Chestnut Street Wilmington, North Carolina 28401 Attention: Finance Director (b) As to the Corporation -- New Hanover Regional Medical Center 213 I S. 17th Street Wilmington, North Carolina 28401 Attention: Chief Financial Officer (c) As to the Trustee -- First-Citizens Bank & Trust Company 2917 Highwoods Boulevard Raleigh, North Carolina 27604 Attention. Corporate Trust Department (d) As to the Local Government Commission -- Local Government Commission 325 N Salisbury Street Raleigh, North Carolina 27603-1388 Attention: Secretary (e) As to the Bond Insurer -- MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Surveillance 43 ~...,. ... 4 I J ..~ 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 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 1202. Trustee. Countv. Comoration and Holders Alone Have Rights under Series Resolution. Except as herein otherwise expressly provided, nothing in this Series 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 nght, 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 1203 Effect of Partial Invaliditv In case anyone or more ofthe provisions of this Series Resolution or the 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 Bonds, but this Series Resolution and the Bonds shall be 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 Bonds or this Series Resolution shall for any reason be held to be in VIOlation of any law, then such 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 Section 1204 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 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 1205 Dealing in 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 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 not a trustee and such bank or trust company were not a Depositary under this Series Resolution. Section 1206. Approval of Bond Purchase Agreement and Second Amendment to Lease Agreement. The form, terms and provisions of the Bond Purchase Agreement, to be dated on or about February 18, 1999, relating to the Bonds, and the Second Amendment to Lease Agreement dated as of February 15, 1999, are hereby approved, and the Chairman or Vice Chairman of the Board ofComrnissioners of the County is hereby authorized and directed to execute and deliver the Bond Purchase Agreement and the Second Amendment to Lease Agreement in the forms presented at this meeting together with changes, modifications and additions as he, with the advice of counsel, 44 . :..,. , ,,\' , ..~ may deem necessary and appropriate; such execution shall be conclusive evidence of the authorization and approval thereof by the County Section 1207 Approval ofPreliminarv Official Statement and Official Statement. The Chairman or Vice Chairman of the Board of Commissioners of the County is hereby authorized and directed to execute and deliver the Official Statement, to be dated on or about February 18, 1999, relating to the 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 authorizes and approves the distribution of the Preliminary Official Statement, to be dated on or about February 8, 1999, relating to the Bonds, and approves and consents to the use and distribution of copies of the Official Statement, the Bond Order and this Series Resolution by underwriters in connection with the public offering of the Bonds. Section 1208. Appointment of County Representative and Authorization for Other Acts. (a) The Chairman and the Vice Chairman of the Board of Commissioners of the County are hereby appointed County Representatives with full power to carry out duties set forth in the Bond Order and this Series Resolution. (b) The members ofthe Board ofthe County and the agent 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 ofthe Bonds, the Lease, the Bond Order and the Bond Purchase Agreement for the full, punctual, and complete performance ofthe 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, the Clerk and any Deputy Clerk to the Board of the County, or any ofthem, 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 Bonds, the Lease, the Bond Order, this Series Resolution and the Bond Purchase Agreement. Section 1209 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 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 commissioner, director, officer or employee, as such, ofthe 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 Bond. Any and all 45 , :.. -<". -1. ]...;., , 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 Cornmission, or any receiver ofthe 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 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 Bonds. Section 1210 Headings. Any heading preceding the text ofthe 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 ofthis Series Resolution, nor shall they affect its meaning, construction or effect. Section 1211 Secondary Market 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 ifthe County shall operate the Existing Facilities or the Health Care System, the County shall assume and perform the same obligatlOns, imposed upon the Corporation under Section 4.21 of the Lease. If the County fails to comply with the undertaking described above, any beneficial owner of the 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 Bonds. Section 1212. Replacement Master Agreement. In the event a Replacement Master Agreement (as defined in Section 620 of the Bond Order) takes effect pursuant to the provisions of Section 620 of the Bond Order, references herein to the Bond Order shall be deemed to be references to such Replacement Master Agreement and if the County is not the only Person obligated under the Replacement Master Agreement, then references herein to the County shall be deemed to be references to the Person or Persons obligated under such Replacement Master Agreement. Scction 1213 Series Resolution Effective. This Series Resolution shall take effect immediately upon its adoption. 46 , ,,'" -~, . ,..... EXHIBIT A Form of Requisition ITEM NO First-Citizens Bank & Trust Company Raleigh, North Carolina Dear Sirs: On behalf of the County of New Hanover, North Carolina (the "County"), we hereby requisition from the New Hanover County 1999 New Hanover Regional Medical Center Project Fund (the "Series 1996 Project Fund") created by the Bond Order adopted on October 6, 1993 (the "Bond Order") and a Series Resolution adopted on , 1999 (the "Series Resolution") by the County pursuant to which you have been appointed to serve as trustee, the sum of $_____________ (excluding any sales tax) to be paid to for We hereby certifY that (a) such obligation in the above stated amount has been incurred in or about the acquisition, construction or equipping ofthe Project, as defined in the Series Resolution, is currently due and payable, and constitutes a proper charge against the Series 1999 Project Fund that has not been paid, (b) no notice of any lien, right to lien or attachment upon, or claim affecting the right of the payee to receive payment of any such amount has been filed or attached, or, if any notice of any such lien, right to lien, attachment, or claim has been received, such lien, right to lien, attachment or claim has been satisfied or discharged, or that the same will be satisfied or discharged, or that provisions (which, if applicable, are further specified below) have been made to adequately protect you and the holders of the County of New Hanover, North Carolina Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 from incurring any loss as a result of the same, and (c) this requisition contains no items representing payment on account of any retainage to which the County or the Corporation is entitled on this date. This requisition shall be paid from the (Issuance Account) (Project Account) (as defined in the Series Resolution) of the Project Fund and (does)(does not) relate to working capital of the Corporation. County Representative Corporation Representative 47 " '-. ..,- a." "~1,.. (To be completed when requisition includes any item for payment to contractors on account of construction costs.) CERTIFICATE OF APPROVAL OF INDEPENDENT ARCHITECT I hereby certifY that insofar as the amount covered by the above requisition includes payments to be made to contractors on account of construction costs in connection with the acquisition, construction or equipping of the Project (as such term is defined in the Series Resolution): (I) such work was actually performed or such materials, supplies or equipment were actually furnished or installed in or about the acquisition, construction or equipping of the Project, and (2) I have reviewed such requisition and determined that it is proper and that it states a proper charge that should be paid. Independent Architect (To be completed by County Representative and Corporation Representative and attached to requisition when requisition is for obligations payable from Project Account) CERTIFICATE OF COUNTY/CORPORATION REPRESENTATIVE We hereby certifY that the obligations covered by the above requisition do not represent Issuance Costs as such term is defined in the Series Resolution. County Representative Corporation Representative 48