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3. Approval of Official Statement -The Board approves the draft official <br />statement submitted to this meeting as the form of the preliminary official statement <br />pursuant to which the contemplated limited obligation bonds will be offered for sale. <br />The preliminary official statement as distributed to prospective investors must be <br />in substantially the form presented, with such changes as the Finance Officer may <br />approve. The Board directs the Finance Officer, after the sale of the bonds, to complete <br />and otherwise prepare the preliminary official statement as an official statement in final <br />form. <br />The Board approves and appoints BB&T Capital Markets (a division of Scott & <br />Stringfellow, LLC) and Wells Fargo Securities as the underwriters of the bonds. The <br />Board authorizes and approves the use of the preliminary official statement and final <br />official statement by the underwriters in connection with the sale of the bonds. <br />The Board acknowledges that it is the County's responsibility, and ultimately the <br />Board's responsibility, to ensure that the Official Statement in its final form neither <br />contains an untrue statement of a material fact nor omits to state a material fact required <br />to be included therein for the purpose for which such Official Statement is to be used or <br />necessary to make the statements therein, in light of the circumstances under which they <br />were made, not misleading. By the adoption of this resolution, the Board members <br />approve the Official Statement as materially correct and complete, and further <br />acknowledge and accept their own responsibility for causing the County to fulfill these <br />responsibilities for the Official Statement. <br />4. Authorization To Refinance Obligations with Existing Lenders -The <br />Board understands that for certain of the County's outstanding installment financing <br />obligations, it may be in the County's best interest to modify the existing agreements <br />with the current lenders, instead of refinancing those obligations through the issuance of <br />the limited obligation bonds. The Finance Officer, and all other County officers and <br />representatives, are authorized and directed to take all appropriate action to carry out such <br />modifications and refinancings with the existing lenders. <br />S. Authorization to County Manager and Finance Officer To Complete <br />Closing -The County Manager, the Finance Officer and all other County officers and <br />employees are authorized and directed to take all proper steps to complete the financing <br />in accordance with the terms of this resolution. <br />The Board authorizes and directs the Finance Officer to hold executed copies of all <br />financing 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 delivery <br />to the appropriate persons or organizations. <br />2 <br />