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485 <br /> <br />which event it shall bear interest from its date; provided, however, that if at <br />the time of authentication interest is in default, such Bond shall bear interest <br />from the date to which interest has been paid. <br /> The principal of and the interest and any redemption premium on the Bonds <br />shall be payable in any coin or currency of the United States of America which <br />is legal tender for the payment of public and private debts on the respective <br />dates of payment thereof. <br /> The Bonds will be issued by means of a book-entry system with no physical <br />distribution of Bond certificates to be made except as hereinafter provided. <br />One fully-registered Bond certificate for each stated maturity of the Bonds, <br />registered in the name of Cede & Co., the nominee of The Depository Trust <br />Company, New York, New York ("DTC"), will be issued and required to be deposited <br />with DTC and immobilized in its custody. The book-entry system will evidence <br />beneficial ownership of the Bonds in the principal amount of $5,000 or any <br />multiple thereof, with transfers of beneficial ownership effected on the records <br />of DTC and its participants pursuant to rules and procedures established by DTC <br />and its participants. The principal of and any redemption premium on each Bond <br />shall be payable to Cede & Co. or any other person appearing on the registration <br />books of the Issuer hereinafter provided for as the registered owner of such Bond <br />or his registered assigns or legal representative at such office of the Bond <br />Registrar mentioned hereinafter or such other place as the Issuer may determine <br />upon the presentation and surrender thereof as the same shall become due and <br />payable. Payment of the interest on each Bond shall be made by the Bond <br />Registrar on each interest payment date to the registered owner of such Bond (or <br />the previous Bond or Bonds evidencing the same debt as that evidenced by such <br />Bond) at the close of business on the record date for such interest, which shall <br />be the 15th day (whether or not a business day) of the calendar month next pre- <br />ceding such interest payment date, by check mailed to such person at his address <br />as it appears on such registration books. Transfer of principal, interest and <br />any redemption premiumpayments to participants of DTC will be the responsibility <br />of DTC, and transfer of principal, interest and any redemption premium payments <br />to beneficial owners of the Bonds by participants of DTC will be the <br />responsibility of such participants and other nominees of such beneficial owners. <br />The Issuer will not be responsible or liable for such transfers of payments or <br />for maintaining, supervising or reviewing records maintained by DTC, its <br />participants or persons acting through such participants. <br /> In the event that (a) DTC determines not to continue to act as securities <br />depository for the Bonds or (b) the Finance Director of the Issuer determines <br />that continuation of the book-entry system of evidence and transfer of owner- <br />ship of the Bonds would adversely affect the interests of the beneficial owners <br />of the Bonds, the Issuer will discontinue the book-entry system with DTC. If <br />the Issuer identifies another qualified securities depository to replace DTC, <br />the Issuer will make arrangements with DTC and such other depository to effect <br />such replacement and deliver replacement Bonds registered in the name of such <br />other depository or its nominee in exchange for the outstanding Bonds, and the <br />references to DTC or Cede & Co. in this resolution shall thereupon be deemed to <br />mean such other depository or its nominee. If the Issuer fails to identify <br />another qualified securities depository to replace DTC, the Issuer will deliver <br />replacement Bonds in the form of fully-registered certificates in the denomi- <br />nation of $5,000 or any multiple thereof ("Certificated Bonds") in exchange for <br />the outstanding Bonds as required by DTC and others. Upon the request of DTC, <br />the Issuer may also deliver one or more Certificated Bonds to any participant <br />of DTC in exchange for Bonds credited to its account with DTC. <br /> Unless indicated otherwise, the provisions of this resolution that follow <br />shall apply to all Bonds issued Or issuable hereunder, whether initially or in <br />replacement thereof. <br /> Section 3. The Bonds shall bear the manual or facsimile signatures of the <br />Chair of the Board of Commissioners for the Issuer and the Clerk to said Board <br />and the corporate seal or a facsimile of the corporate seal of the Issuer shall <br />be impressed or imprinted, as the case may be, on the Bonds. <br /> The certificate of the Local Government Commission of North Carolina to <br />be endorsed on all Bonds shall bear the manual or facsimile signature of the <br />Secretary of said Commission and the certificate of authentication of the Bond <br />Registrar to be endorsed on all Bonds shall be executed as provided hereinafter. <br /> In case any officer of the Issuer or the Local Government Commission of <br />North Carolina whose manual or facsimile signature shall appear on any Bonds <br />shall cease to be such officer before the delivery of such Bonds, such manual <br />or facsimile signature shall nevertheless be valid and sufficient for all <br />purposes the same as if he had remained in office until such delivery, and any <br /> <br /> <br />