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March 15, 2004 Page 400
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<br />the transfer of any Bond during a period beginning at the opening of business
<br />15 days before the day of the mailing of a notice of redemption of Bonds or
<br />any portion thereof and ending at the close of business on the day of such
<br />mailing or of any Bond called for redemption in whole or in part pursuant to
<br />Section 7 of this resolution.
<br /> As to any Bond, the person in whose name the same shall be registered
<br />shall be deemed and regarded as the absolute owner thereof for all purposes,
<br />and payment of or on account of the principal or redemption price of any such
<br />Bond and the interest on any such Bond shall be made only to or upon the
<br />order of the registered owner thereof or his legal representative. All such
<br />payments shall be valid and effectual to satisfy and discharge the liability
<br />upoq such Bond, including the redemption premium, if any, and interest
<br />thereon, to the extent of the sum or sums so paid.
<br /> The Issuer shall appoint such registrars, transfer agents, depositaries
<br />or other agents as may be necessary for the registration, registration of
<br />transfer and exchange of Bonds within a reasonable time according to then
<br />current commercial standards and for the timely payment of principal,
<br />interest and any redemption premium with respect to the Bonds. The Issuer is
<br />to act as the initial registrar, transfer agent and paying agent for the
<br />Bonds (collectively the "Bond Registrar"), subject to the right of the
<br />governing body of the Issuer to appoint another Bond Registrar. The Finance
<br />Officer (or such other officer who shall from time to time perform the duties
<br />of finance officer within the meaning of North Carolina General Statutes,
<br />Sec. 159-24, as it may be amended from time to time, or any successor
<br />statute), is hereby designated to act on behalf of the Issuer in carrying out
<br />its responsibilities as Bond Registrar, subject to the right of the governing
<br />body of the Issuer to designate another officer to act on its behalf, and as
<br />such shall keep at the office of the Finance Officer, currently at Cabarrus
<br />County Governmental Center, 65 Church Street SE, Concord, North Carolina
<br />28026, the books of the Issuer for the registration, registration of
<br />transfer, exchange and payment of the Bonds.
<br /> Section 9. The actions of the County Manager and the Finance Officer
<br />of the Issuer in applying to the Local Government Commission of North
<br />Carolina to advertise and sell the Bonds are hereby approved, ratified and
<br />confirmed. The Local Government Commission of North Carolina is hereby
<br />requested to ask for sealed bids for the Bonds by publishing notices and
<br />printing and distributing a Preliminary Official Statement and an Official
<br />Statement, including any supplement thereto, relating to the sale of the
<br />Bonds. The Preliminary official Statement, proposed to be dated on or about
<br />March 17, 2004, substantially in the form presented at this meeting, and an
<br />official Statement, proposed to be dated on or about March 23, 2004, in
<br />substantially the form of the Preliminary official Statement presented at
<br />this meeting, with such changes as are necessary to reflect the maturities,
<br />redemption provisions, interest rates and other pricing data of the Bonds, is
<br />hereby approved and the Chairman or Vice-Chairman of the Board, the County
<br />Manager and the Finance Officer, respectively, of the Issuer are each hereby
<br />authorized to approve changes in such Preliminary Official Statement or
<br />Official Statement, to approve any supplement to such Preliminary Official
<br />Statement or Official Statement and to execute such Official Statement and
<br />any supplement to such Official Statement for and on behalf of the Issuer.
<br /> Section 10. The Chairman or Vice-Chairman of the Board, the County
<br /> Manager and the Finance Officer, respectively, of the Issuer are each hereby
<br /> authorized, in the event they determine, in their discretion, such action to
<br /> be appropriate and in the best interests of the Issuer in connection with the
<br /> issuance of the Bonds, to engage a qualified bank or trust company to serve
<br /> as escrow agent in connection with the refunding of the Bonds To Be Refunded,
<br /> and to negotiate, execute and deliver, on behalf of the Issuer, with the
<br /> advice of bond counsel to the Issuer, an Escrow Deposit Agreement to
<br /> accomplish the refunding of the Bonds To Be Refunded and to perform the
<br /> obligations of the Issuer under said Escrow Deposit Agreement. The Chairman
<br /> or Vice-Chairman of the Board, the County Manager and the Finance Officer,
<br /> respectively, of the Issuer are each hereby further authorized, in the event
<br /> they determine, in their discretion, such action to be appropriate and in the
<br /> best interests of the Issuer in connection with the issuance of the Bonds, to
<br /> engage a qualified verification agent to render the customary services of an
<br /> escrow verification agent in connection with the refunding of the Bonds To Be
<br /> Refunded.
<br /> Section 11. The appointment of UBS Financial Services, Inc. to serve
<br /> as financial advisor (and to submit a competitive bid at the sale of the
<br /> Bonds, if it so desires) in connection with the issuance of the Bonds and the
<br /> refunding of the Bonds To Be Refunded is hereby ratified, approved and
<br /> confirmed.
<br /> Section 12. There may be printed on the reverse of each of any printed
<br /> Bonds the legal opinion of Helms Mulliss & Wicker, PLLC, bond counsel to the
<br /> Issuer, with respect to the validity of the Bonds, and there may be printed
<br /> immediately following such legal opinion a certificate bearing the manual or
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