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no requirement that both of said Authorized Officers act jointly for the action taken by either
thereof to constitute duly authorized action taken on behalf of the County.
BE IT FURTHER RESOLVED that the Commissioners of the County do hereby authorize and direct the
Chairman or the Vice Chairman and the Clerk or the Assistant Clerk of the Board of Commissioners to
execute and deliver on behalf of the county the Loan Agreement and the Reimbursement and Indemnity
Agreement, each in the form presented to and approved by the Commissioners and do further authorize
such officials to proceed with the execution, delivery and closing of the Loan Agreement and the
Reimbursement and Indemnity Agreement and to provide such documents, exhibits, certificates, state-
ments, financial statements and schedules specified herein and in the Loan Agreement or any related
agreement, and to seek such opinions as to matters of law from County attorneys and other attorneys
as contemplated by the Loan Agreement.
Resolution adopted and approved this 18th day of October, 1988.
ADOPTION OF EXHIBIT H, CERTIFICATE OF IREDELL COUNTY IN CONNECTION WITH LOAN TO FINANCE PRO-
JECT: On a MOTION from Commissioner Murdock, second from Commissioner Stewart, the board voted
unanimously to approve the following document:
The undersigned, Chairman of Board of County Commissioners and Clerk to Board of Iredell
County, a body politic (the "Subdivision"), acting for and on behalf of the Subdivision, hereby
certify as of the date hereof as follows:
Since June 8, 1988, the date for the latest financial statement of the Iredell Memorial Hospi-
tal submitted to the North Carolina Medical Care Commission (the "Commission") and Municipal Board
Insurance Association (the "Insurer"), there has not been to the best of our knowledge any material
adverse change in the properties, financial position or results of operations of Iredell Memorial
Hospital ("Hospital"), whether or not arising from transactions in the ordinary course of business, "
and since such date the Subdivision has not entered into any transaction or incurred any liability
material to the Hospital, except to the extent such change, transaction or liability has been
disclosed in writing to the Commission and the Insurer prior to their approval of the Subdivision's
application for a loan.
The Subdivision is a political subdivision duly incorporated and validly existing and in good
standing under the laws of the State of North Carolina (the "State"), is qualified to do business in
the State, is not in violation of any laws material to the transactions contemplated by the Loan
Agreement dated as of 1988 (the "Loan Agreement") by and among the Commission, the Insurer and the
Subdivision, the Reimbursement and Indemnity Agreement dated as of 1988 (the "Reimbursement
Agreement") by and between the Subdivision and the Insurer or any provisions of any bond order,
trust indenture or other instrument or Agreement material to the transactions contemplated by the
Loan Agreement, the Reimbursement Agreement and is duly authorized to operate a health care facility
under the laws of the State.
No approval, authorization, consent or other order of the Subdivision or any public board or
body (other than those already obtained) is legally required to allow the Subdivision to enter into
and perform its obligations under the Loan Agreement and the Reimbursement Agreement.
The Subdivision has power to enter into the Loan Agreement, and the Reimbursement Agreement and
to acquire, construct and/or install, refinance or be reimbursed for the Project (as defined in the
Loan Agreement and has been duly authorized to execute and deliver the Loan Agreement and the
Reimbursement Agreement and to acquire, construct and/or install, refinance or be reimbursed for the
Project under the terms and provisions of a resolution of its Board of County Commissioners adopted
at a meeting thereof held on the 18th day of October, 1988.
Neither the execution and delivery of the Loan Agreement or the Reimbursement Agreement nor the
consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the
terms and conditions of the Loan Agreement or the Reimbursement Agreement conflicts with or results'
in a breach of any of the terms, conditions or provisions of any agreements of the Subdivision
(including any limit on indebtedness) or any restriction or any Agreement, instrument law,
ordinance, regulation or judicial or other governmental order to which the Subdivision is now a
party or by which it is bound or constitutes a default under any of the foregoing.
The Subdivision or Hospital has obtained all permits and approvals required by any governmental
body or officer, including any Certificate of Need, if required, prior to the date of execution of
the Loan Agreement for the acquisition, construction and/or installation of the Project, the
financing or refinancing thereof or the reimbursement of the Subdivision therefor, including a
Certificate of Need or finding of Nonreviewability (as such term is defined in the Loan Agreement),
if and to the extent required by applicable law, whether by reason of the aggregate amount of the
cost of the Project, the inclusion of the Project in another project requiring such permit, approval
or findings, or otherwise; the Subdivision or Hospital has complied with any applicable provisions
of the law requiring any notification, declaration, filing or registration with any health -planning
Agency or other governmental body or officer in connection with the acquisition, construction and/or
installation of the Project, financing or refinancing thereof or reimbursement of the Subdivision
therefor; and an such acquisition, financing, refinancing or reimbursement contemplated in the Loan
Agreement is consistent with, and does not violate or conflict with, the terms of any order of such
agency or other governmental consent, order or other action which is applicable thereto.
The Subdivision does not pian to use the Project, or allow the Project to be used:
(a) for sectarian instruction or in connection with any part
of the program (i) of a school or department of divinity for any ,