Orange County NC Website
94 <br /> each actual purchaser of the 2019B Bonds(the`Beneficial Owner")is in turn to be recorded on the Direct <br /> and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of <br /> their purchase. Beneficial Owners are, however, expected to receive written confirmations providing <br /> details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect <br /> Participants through which the Beneficial Owner entered into the transaction. Transfers of ownership <br /> interests in the 2019B Bonds are to be accomplished by entries made on the books of Direct and Indirect <br /> Participants acting on behalf of Beneficial Owners of such 2019B Bonds. Beneficial Owners will not <br /> receive certificates representing their ownership interests in 2019B Bonds, except in the event that use of <br /> the book-entry system for such 2019B Bonds is discontinued. <br /> To facilitate subsequent transfers,all 2019B Bonds deposited by Direct Participants with DTC are <br /> registered in the name of DTC's partnership nominee, Cede & Co. or such name as may be requested by <br /> an authorized representative of DTC. The deposit of 2019B Bonds with DTC and their registration in the <br /> name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has <br /> no knowledge of the identities of the actual Beneficial Owners of the 2019B Bonds; DTC's records reflect <br /> only the identity of the Direct Participants to whose accounts such 2019B Bonds are credited, which may <br /> or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for <br /> keeping account of their holdings on behalf of their customers. <br /> Conveyance of notices and other communications by DTC to Direct Participants, by Direct <br /> Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial <br /> Owners will be governed by arrangements among them, subject to any statutory or regulatory <br /> requirements as may be in effect from time to time. Beneficial Owners of the 2019B Bonds may wish to <br /> take certain steps to augment transmission to them of notices of significant events with respect to such <br /> 2019B Bonds, such as redemptions, defaults and proposed amendments to the security documents. For <br /> example, Beneficial Owners of the 2019B Bonds may wish to ascertain that the nominee holding such <br /> 2019B Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the <br /> alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request <br /> that copies of notices be provided directly to them. <br /> Redemption notices shall be sent to DTC. If less than all of the 2019B Bonds within a maturity <br /> are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct <br /> Participant in the 2019B Bonds of such maturity to be redeemed. <br /> Neither DTC nor Cede & Co. (nor such other DTC nominee)will consent or vote with respect to <br /> the 2019B Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under <br /> its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record <br /> date. The Omnibus Proxy assigns Cede & Co.'s consenting and voting rights to those Direct Participants <br /> to whose accounts such 2019B Bonds are credited on the record date(identified in a listing attached to the <br /> Omnibus Proxy). <br /> Because DTC is treated as the owner of the 2019B Bonds for substantially all purposes under the <br /> Trust Agreement, Beneficial Owners may have a restricted ability to influence in a timely fashion <br /> remedial action or the giving or withholding of requested consents or other directions. In addition, <br /> because the identity of Beneficial Owners is unknown to the County, to DTC or to the Trustee, it may be <br /> difficult to transmit information of potential interest to Beneficial Owners in an effective and timely <br /> manner. Beneficial Owners should make appropriate arrangements with their broker or dealer <br /> regarding distribution of information regarding the 2019B Bonds that may be transmitted by or <br /> through DTC. <br /> E-2 <br />