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4 <br />3. Authorization to Finance Officer To Complete Closing -The Board <br />authorizes and directs the Finance Officer to take all appropriate action to complete <br />the financing with SunTrust in accordance with this resolution. The Board <br />authorizes and directs the Finance Officer to hold executed copies of all financing <br />documents authorized or permitted by this resolution in escrow on the County's <br />behalf until the conditions for their delivery have been completed to such officer's <br />satisfaction, and thereupon to release the executed copies of such documents for <br />delivery to the appropriate persons or organizations. <br />Without limiting the generality of the foregoing, the Board specifically <br />authorizes the Finance Officer to approve changes to any Documents, agreements <br />or certifications previously signed by County officers or employees, provided that <br />such changes do not conflict with this resolution or substantially alter the intent <br />from that expressed in the form originally signed. The Finance Officer's <br />authorization of the release of any such document for delivery will constitute <br />conclusive evidence of such officer's approval of any such changes. <br />4. Resolutions As To Tax Matters -- The County will not take or omit to <br />take any action the taking or omission of which will cause its obligations to pay <br />principal and interest to be "arbitrage bonds," within the meaning of Section 148 of <br />the "Code" (as defined below), or "private activity bonds" within the meaning of <br />Code' Section 141, or otherwise cause interest components of the installment <br />payments to be includable in gross income for federal income tax purposes. <br />Without limiting the generality of the foregoing, the County will comply with any <br />Code provision that may require the County at any time to pay to the United States <br />any part of the earnings derived from the investment of the financing proceeds. In <br />this resolution, "Code" means the United States Internal Revenue Code of 1986, as <br />amended, and includes applicable Treasury regulations. <br />S. Miscellaneous Provisions -- All County officers and employees are <br />authorized and directed to take all .such further action as they may consider <br />necessary or desirable in furtherance of the purposes of this resolution, including <br />the execution and delivery of additional agreements as they may determine to be in <br />the County's best interest. All such prior actions of County officers and employees <br />are ratified, approved and confirmed. Upon the absence, unavailability or refusal to <br />act of the County Manager; the Board's Chair or the Finance Officer, any other of <br />such officers may assume any responsibility or carry out any function assigned in <br />this resolution. -All other Board proceedings; or parts thereof, in conflict with this <br />resolution are repealed, to the extent of the conflict. This resolution takes effect <br />immediately. <br />