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and deliver for and on behalf of the County such other documents and certificates (including, <br />without limitation, agreements with securities depositories, financing statements, tax certificates <br />and agreements and other documents and agreements (including repurchase agreements) relating <br />to the investment of the proceeds from the execution and delivery of the 2002 Contract or the <br />2003 Contract, respectively) as they may deem necessary or advisable to carry out the intent of <br />this resolution and to effect the refinancing pursuant to the 2002 First Contract Amendment, the <br />2003 First Contract Amendment and the other Financing Documents. The County Clerk is <br />hereby 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 10. 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 interest paid with respect to the 2010B Certificates and /or Limited Obligations and the <br />2010C Certificates and /or Limited Obligations, respectively, will not be includable in the gross <br />income of the owners thereof for purposes of federal income taxation, except to the extent that <br />the County obtains an opinion of bond counsel to the effect that noncompliance would not result <br />in interest with respect to the 2010B Certificates and /or Limited Obligations or the 2010C <br />Certificates and /or Limited Obligations, respectively, being includable in the gross income of the <br />10 <br />AOafdgriek number 2 <br />F -10 <br />