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23 <br /> <br />North Carolina, an order adopted by the Board of Commissioners for said <br />County, which order was approved by the vote of a majority of the qualified <br />voters of said County who voted at a referendum duly called and held, and a <br />resolution duly passed by said Board of Commissioners (the "Resolution"). <br /> The Bonds maturing prior to March 1, 2000 are not subject to <br />redemption prior to maturity. The Bonds maturing on March 1, 2000 and <br />thereafter may be redeemed, at the option of said County, from any moneys <br />that may be made available for such purpose, either in whole or in part on <br />any date not earlier than March 1, 1999, at the principal amount of the <br />Bonds to be redeemed, together with interest accrued thereon to the date <br />fixed for redemption, plus a redemption premium of 1/2 of 1% of the <br />principal amount of each Bond to be redeemed for each period of 12 months <br />or part thereof between the redemption date and the maturity date of such <br />Bond, such premium not to exceed 2% of such principal amount. <br /> If less than all of the Bonds of any one maturity shall be called <br />for redemption, the particular Bonds or portions of Bonds of such maturity <br />to be redeemed shall be selected by lot in such manner as said County in <br />its discretion may determine; provided, however, that the portion of any <br />Bond to be redeemed shall be in the principal amount of $5,000 or some <br />multiple thereof and that, in selecting Bonds for redemption, each Bond <br />shall be considered as representing that number of Bonds which is obtained <br />by dividing the principal amount of such Bond by $5,000. So long as a <br />book-entry system with The Depository Trust Company, New York, New York <br />("DTC"), is used for determining beneficial ownership of Bonds, if less <br />than all of the Bonds within a maturity are to be redeemed, DTC and its <br />participants shall determine which of the Bonds within a maturity are to be <br />redeemed by lot. If less than all of the Bonds stated to mature on <br />different dates shall be called for redemption, the particular Bonds or <br />portions of Bonds to be redeemed shall be called in the inverse order of <br />their maturities. <br /> Not more than sixty (60) nor less than thirty (30) days before <br />the redemption date of any Bonds to be redeemed, whether such redemption be <br />in whole or in part, said County shall cause a notice of such redemption to <br />be filed with the Bond Registrar and given by certified or registered mail <br />to Cede & Co. at its address appearing upon the registration books of said <br />County. On the date fixed for redemption, notice having been given as <br />aforesaid, the Bonds or portions thereof so called for redemption shall be <br />~due and payable at the redemption price provided for the redemption of such <br />Bonds or portions thereof on such date and, if moneys for payment of such <br />redemption price and the accrued interest are held by the Bond Registrar as <br />provided in the Resolution, interest on the Bonds or the portions thereof <br />so called for redemption shall cease to accrue. If a portion of this Bond <br />shall be called for redemption, a new Bond or Bonds in principal amount <br />equal to the unredeemed portion hereof will be issued to Cede & Co. or its <br />legal representative upon the surrender hereof. <br /> The Bonds are being issued by means of a book-entry system with <br />no physical distribution of bond certificates to be made except as provided <br />in the Resolution. One Bond certificate with respect to each date on which <br />the Bonds are stated to mature, in the aggregate principal amount of the <br />Bonds stated to mature on such date and registered in the name of Cede & <br />Co., a nominee of DTC, is being issued and required to be deposited with <br />DTC and immobilized in its custody. The book-entry system will evidence <br />ownership of the Bonds in the principal amount of $5,000 or any multiple <br />thereof, with transfers of ownership effected on the records of DTC and its <br />participants pursuant to rules and procedures established by DTC and its <br />participants. Transfer of principal, interest and any redemption premium <br />payments to participants of DTC will be the responsibility of DTC, and <br />transfer of principal, interest and any redemption premium payments to <br />beneficial owners of the Bonds by participants of DTC will be the <br />responsibility of such participants and other nominees of such beneficial <br />owners. Said County will not be responsible or liable for such transfers <br />of payments or for maintaining, supervising or reviewing the records <br />maintained by DTC, its participants or persons acting through such <br />participants. <br /> In certain events, said County will be authorized to deliver <br />replacement Bonds in the form of fully-registered certificates in the <br />denomination of $5,000 or any multiple thereof in exchange for the <br />outstanding Bonds as provided in the Resolution. <br /> <br /> <br />