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(which shall not exceed 103% of the principal amount being prepaid) and the Underwriters' <br />discount (exclusive of any original issue discount) (which shall not exceed 2.0% of the principal <br />amount of the 2008C Certificates). Execution of the Contract by the Chairman of the Board of <br />Commissioners or the County Manager shall conclusively evidence such approval of all such <br />details of said financing. <br />Section 7. The Chairman of the Board of Commissioners, the County Manager, the <br />Director of Finance and the County Attorney are hereby authorized to take any and all such <br />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, appropriate tax <br />certificates and agreements and other documents and agreements (including repurchase <br />agreements) relating to the investment of the proceeds from the execution and delivery of the <br />Contract) as they may deem necessary or advisable to carry out the intent of this resolution and <br />to effect the financing pursuant to the Contract and the other Financing Documents. The County <br />Clerk is hereby authorized to affix the seal of the County to such documents and certificates as <br />may be appropriate and to attest to the same and to execute and deliver the same as may be <br />needed. In addition, said. officers are hereby authorized to cooperate with the Underwriters in <br />preparing and filing such filings under state securities or "blue sky" laws (including special <br />consents to service of process) as the Underwriters may request and as the Chairman of the <br />Board of 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 />6 <br />