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January 7, 2008 (Recessed Meeting) Page 665 to affix the seal of the County to each of said documents as may be appropriate and to attest to the same. Section 9. The Trust Indenture (including the form of 2006B Certificate) is hereby approved in substantially the form submitted to this meeting, with such changes, insertions or omissions as appropriate, including but not limited to changes, insertions or omissions related to obtaining a policy of municipal bond insurance with respect to the 2008B Certificates, as the representative(s) of the County executing the Contract may approve, the execution and delivery of the Contract to constitute conclusive evidence of such approval. The Board of Commissioners hereby approves the sale of the 2008B Certificates by the Corporation in an aggregate principal amount not in excess of the amount of moneys to be advanced to the County pursuant to the Contract. Section 5. Each of the Preliminary Official Statement and the Official Statement, in substantially the form of the Preliminary Official Statement submitted to this meeting, is hereby approved in substantially such form, with such changes, insertions and omissions as appropriate, including but not limited to changes, insertions or omissions related to obtaining a policy of municipal bond insurance with respect to the 2008B Certificates, and the use thereof by the Underwriters in connection with the public offering and sale of the 2008B Certificates is hereby authorized. Each of the Chairman of the Board of Commissioners or the County Manager is hereby authorized to execute and deliver in the name and on behalf of the County the final Official Statement in substantially such form, with such changes, insertions and omissions, including but not limited to changes, insertions or omissions related to obtaining a policy of municipal bond insurance with respect to the 2008B Certificates, as the person executing the final Official Statement may approve, the execution and delivery thereof to constitute conclusive evidence of such approval. Section 6. Each of the Chairman of the Board of Commissioners, the County Manager and the Director of Finance are authorized to approve all details of the refinancing of the prior installment financing contract and the Refinanced Project, including, without limitation, the amount advanced under the Contract and the aggregate principal amount of the 2008B Certificates (which shall not exceed $20,000,000), the maturities, the principal amounts and the interest amounts of the Installment Payments and the 2008B Certificates, which interest amounts (calculated with respect to the 2006B Certificates) shall not exceed 6.08 per annum on an effective interest cost basis, the prepayment terms and prices (which shall not exceed 103$ of the principal amount being prepaid) and the Underwriters' discount (exclusive of any original issue discount) (which shall not exceed 2.0~ of the principal amount of the 2008B Certificates). Execution of the Contract by the Chairman of the Board of Commissioners or the County Manager shall conclusively evidence such approval of all such details of said financing. Section 7. The Chairman of the Board of Commissioners, the County Manager, the Director of Finance and the County Attorney are hereby authorized to take any and all such further action, including approval of modifications to the Financing Documents, and to execute and deliver for and on behalf of the County such other documents and certificates (including, without limitation, agreements with securities depositories, financing statements, appropriate tax certificates and agreements and other documents and agreements (including repurchase agreements) relating to the investment of the proceeds from the execution and delivery of the Contract) as they may deem necessary or advisable to carry out the intent of this resolution and to effect the refinancing pursuant to the Contract and the other Financing Documents. The County Clerk is hereby authorized to affix the seal of the County to such documents and certificates as may be appropriate and to attest to the same and to execute and deliver the same as may be needed. In addition, said officers are hereby authorized to cooperate with the Underwriters in preparing and filing such filings under state securities or "blue sky" laws (including special consents to service of process) as the Underwriters may request and as the Chairman of the Board of Commissioners, the County Manager or the Director of Finance shall determine. Section 8. The County covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will do and perform all acts and things to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), in order to assure that interest paid with respect to the 2006B Certificates will not be includable in the gross income of the owners thereof for purposes of federal income taxation, except to the extent that the County obtains an opinion of bond counsel to the effect that noncompliance would not result in interest with respect to the 2008B Certificates being includable in the gross income of the owners of the 2008B Certificates for purposes of federal income taxation. Section 9. This Resolution shall become effective immediately upon its adoption.