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in such event, t~e Issuer will make arrangements with the predecessor Securities Depositc~y and such other Securities Depository to effect such replacement and de~iver replacement Bonds registered in the name of such other depository o4 its nominee in exchange for the outstanding Bonds, and all references an t~is resolution to any predecessor Securities Depository or Securities Depository Nominee shall thereupon be deemed to mean such other depository or its n~minee. If the Issuer does not identify eno=her qualified Securities Depositc~y to replace the predecessor Securities Depository, the Issuer will deliver replacement Bonds an the form of fully registered certificates in th~ denomination of $5,000 or any whole multiple thereof ("Certificated BondI") in exchange for the outstanding Bonds as required by the predecessor Se(furl=les Depository and others. Upon the request of the Securities Deposit0~y, the Issuer may also deliver one or more Certificated Bonds to any parti~lipant of the Securities Depository in exchange for Bonds credited to its sci 0un= with the Securities Depository. The Issuer and the Bond Registrar shl ~1 be entitled to rely upon the instructions of the Securities Deposit~ry as to the appropriate parties entitled to receive Certificated Bonds., For purposes, of this resolution 'Securities Depository" means The Depository Trust Cc~pany, New York, New York, or other recognized securities depository selected by the Issuer, which maintains the book-entry system in respect of the Bo£ds authorized by this resolution, and shall include any substitute for or ~uccessor to the Securities depository initially acting as Securities Depository. For purposes of this resolution "Securities Depository Nominee" means, as to any Securities Depository, such Securities Depository or the nominee, if any, of such Securities Depository in whose name the Bond cer~ificates shall be registered on the registration books maintained by the send Registrar during the continuation with such Securities Depository of the book-entry system authorized by this resolution. The Depository Trust C~mpany, New York, New York, is hereby appointed as the initial Securities Depository, and Cede & Co., a nominee thereof, is hereby appointed as the in~tial Securities Depository Nominee for the Bonds. Unless lndic, ted otherwise, the provisions of this resolution that follow shall appll to all Bonds issued or issuable hereunder, whether initially or in re stamen= thereof. Section 5. ~he Bonds shall be axecu%ed with the manual or facsimile signatures of the Chairman or Vice Chairman of the Board and the Clerk to the Board, and the se~l or s facsimile of the seal of the Issuer shall be impressed or imprin~ed, as the case may be, on the Bonds. The certific~,te of the Local ~overnment Commission of North Carolina shall be endorsed on all Bonds and shall bear the manual or facsimile signature of the S.~cratary of said Co~nission or on behalf of the Secretary by a Designated As is=ant and the certificate of authentication of the Bond Registrar to be sndorsed on all Bonds shall be executed as provided hereinafter. In case any ~fficer of the Issuer or the Local Government Commission of North Carolina who~e manual or facsimile signature shall appear on any Bonds shall cease to be uch officer before the delivery of such Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery, and any Bond may bear the manual or facsimile signatures of such persons as at the actual time of the execution of such Bond shall be the proper officers tc sign such Bond although s= the date of such Bond such persons may not ha~ been such officers. No Bond sha] be valid or become obligatory for any purpose or be entitled to any be~ ~fit or security under this resolution until it shall have been authenticated the execution by the Bond Registrar of the certificate of authentication ~ndorsed thereon. Section 6. The Bonds and the endorsements thereon shall be in substantially the ~ollowing form: [Bond form begins on next page] [Front Side of Printed Bonds] No. R- United States of America State of North Carolina COUNTY OF CABARRUS, NORTH CAROLINA ~en~ral Obligation Refunding Bonds, Series 2003 MATURITY DATE INTEREST RATE CUSIP The County of Cabarrus, North Carolina (the "Issuer"), is justly indebted and f~r value received hereby promises to pay to or registered aasigns or legal