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further action, including approval of modifications to the Financing Documents, and to execute <br />and deliver for and on behalf of the County such other documents and certificates (including, <br />without limitation, agreements with securities depositories, financing statements, one or more <br />contracts of purchase or purchase agreements, one or more placement agreements, one or more <br />private placement agreements or other offering documents or memoranda, tax certificates and <br />agreements and other documents and agreements (including repurchase agreements) relating to <br />the investment of the proceeds from the execution and delivery of the Contract(s)) as they may <br />deem necessary or advisable to carry out the intent of this resolution and to effect the financing <br />pursuant to the Contract(s) and the other Financing Documents. The County Clerk is hereby <br />authorized to affix the seal of the County to such documents and certificates as may be <br />appropriate and to attest to the same and to execute and deliver the same as may be needed. In <br />addition, said officers are hereby authorized to cooperate with the Underwriters in preparing and <br />filing such filings under state securities or "blue sky" laws (including special consents to service <br />of process) as the Underwriters may request and as the Chairman of the Board of <br />Commissioners, the County Manager or the Director of Finance shall determine. <br />Section 8. The County covenants that, to the extent permitted by the Constitution and <br />laws of the State of North Carolina, it will do and perform all acts and things to comply with the <br />requirements of the Internal Revenue Code of 1986, as amended (the "Code "), in order to assure <br />that the Certificates and /or Bonds will each constitute a "qualified school construction bond" <br />within the meaning of Section 54F of the Code, except to the extent that the County obtains an <br />opinion of bond counsel to the effect that noncompliance would not result in any of the <br />Certificates and /or Bonds continuing to constitute a "qualified school construction bond" within <br />the meaning of Section 54F of the Code. As required by Section 541 of the Code, the <br />6 <br />Page 358 <br />G -4 <br />