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412 <br /> <br />new Bond or Bonds in principal amount equal to the unredeemed portion hereof <br />will be issued to Cede & Co. or its legal representative upon the surrender <br />hereof. <br /> The Bonds are being issued by means of a book-entry system with no <br />physical distribution of bond certificates to be made except as provided in the <br />Resolution. One Bond certificate with respect to each date on which the Bonds <br />are stated to mature, in the aggregate principal amount of the Bonds stated to <br />mature on such date and registered in the name of Cede & Co., a nominee of DTC, <br />is being issued and required to be deposited with DTC and immobilized in its <br />custody. The book-entry system will evidence ownership of the Bonds in the <br />principal amount of $5,000 or any multiple thereof, with transfers of ownership <br />effected on the records of DTC and its participants pursuant to rules and <br />procedures established by DTC and its participants. Transfer of principal, <br />interest and any redemption premium payments to participants of DTC will be the <br />responsibility of DTC, and transfer of principal, interest and any redemption <br />premium payments to beneficial owners of the Bonds by participants of DTC will <br />be the responsibility of such participants and other nominees of such beneficial <br />owners. Said County will not be responsible or liable for such transfers of <br />payments or for maintaining, supervising or reviewing the records maintained by <br />DTC, its participants or persons acting through such participants. <br /> In certain events, said County will be authorized to deliver replacement <br />Bonds in the form of fully-registered certificates in the denomination of $5,000 <br />or any multiple thereof in exchange for the outstanding Bonds as provided in the <br />Resolution. <br /> At the office of the Bond Registrar, in the manner and subject to the <br />conditions provided in the Resolution, Bonds may be exchanged for an equal <br />aggregate principal amount of Bonds of the same maturity, of authorized <br />denominations and bearing interest at the same rate. <br /> The Bond Registrar shall keep at its office the books of said County for <br />the registration of transfer of Bonds. The transfer of this bond may be <br />registered only upon such books and as otherwise provided in the Resolution upon <br />the surrender hereof to the Bond Registrar together with an assignment duly <br />executed by the registered owner hereof or his attorney or legal representative <br />in such form as shall be satisfactory to the Bond Registrar. Upon any such <br />registration of transfer, the Bond Registrar shall deliver in exchange for this <br />bond a new Bond or Bonds, registered in the name of the transferee, of <br />authorized denominations, in an aggregate principal amount equal to the <br />unredeemed principal amount of this bond, of the same maturity and bearing <br />interest at the same rate. <br /> The Bond Registrar shall not be required to exchange or register the <br />transfer of any Bond during a period beginning at the opening of business <br />fifteen (15) days before the day of the mailing of a notice of redemption of <br />Bonds or any portion thereof and ending at the close of business on the day of <br />such mailing or of any Bond called for redemption in whole or in part pursuant <br />to the Resolution. <br /> It is hereby certified and recited that all acts, conditions and things <br />required by the Constitution and laws of North Carolina to happen, exist and be <br />performed precedent to and in the issuance of this bond have happened, exist and <br />have been performed in regular and due form and time as so required; that <br />provision has been made for the levy and collection of a direct annual tax upon <br />all taxable property within said County sufficient to pay the principal of and <br />the interest on this bond as the same shall become due; and that the total <br />indebtedness of said County, including this bond, does not exceed any <br />constitutional or statutory limitation thereon. <br /> This bond shall not be valid or become obligatory for any purpose or be <br /> entitled to any benefit or security under the Resolution until this bond shall <br /> have been authenticated by the execution by the Bond Registrar of the <br /> certificate of authentication endorsed hereon. <br /> IN WITNESS WHEREOF, said County of Gabarrus, by resolution duly passed by <br /> its Board of Commissioners, has caused this bond [to be manually signed by] [to <br /> bear the facsimile signatures of] the Chairman of said Board and the Clerk to <br /> said Board and [a facsimile of] its corporate seal to be [imprinted] [impressed] <br /> hereon, all am of the 1st day of August, 1990. <br /> <br /> Chairman of the <br />Board of Commissioners <br /> <br /> Clerk to the <br />Board of Commissioners <br /> <br /> <br />