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Without limiting the generality of the foregoing, the Board specifically authorizes <br />the Finance Officer (a) to approve any additional agreements appropriate to carry out the <br />plan of financing contemplated by this resolution, including agreements for the custody <br />or investment of bond proceeds and agreements for appropriate professional services, and <br />(b) to approve changes to any documents or closing certifications previously signed by <br />County officers or employees, provided that such changes do not conflict with this <br />resolution or substantially alter the intent from that expressed in the form originally <br />signed. The Finance Officer's authorization of the release of any such document for <br />delivery will constitute conclusive evidence of such officer's approval of any such <br />changes. <br />In addition, the Finance Officer is authorized and directed to take all appropriate <br />steps for the efficient and convenient carrying out of the County's on-going <br />responsibilities with respect to the bonds. This authorization includes, without limitation, <br />contracting with third parties for reports and calculations that may be required under the <br />bonds, this resolution or otherwise with respect to the bonds. <br />6. Miscellaneous Provisions -- All County officers and employees are <br />authorized and directed to take all such further action as they may consider necessary or <br />desirable in furtherance of the purposes of this resolution. All such prior actions of <br />County officers and employees are ratified, approved and confirmed. Upon the absence, <br />unavailability or refusal to act of the County Manager, the Board's Chair or the Finance <br />Officer, any other of such officers may assume any responsibility or carry out any <br />function assigned in this resolution. In addition, upon the unavailability of the Chair or <br />the Clerk, respectively, any of the rights or responsibilities directed to such officers may <br />be carried out or exercised by the Vice Chair or any Deputy or Assistant Clerk. All other <br />Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the <br />extent of the conflict. This resolution takes effect immediately. <br /> <br />Exhibit A -- Draft Documents <br />(a) A draft dated August 22, 2011, of an Installment Financing Contract to be <br />dated on or about September 1, 2011 (the "Financing Contract"), between the County and <br />Orange County Public Facilities Company (the "Company), providing for the advance of <br />funds to the County for the County to refinance other financing obligations, and further <br />providing for the County's obligation to repay the amounts advanced. <br />(b) A draft dated August 22, 2011, of a Deed of Trust and Security Agreement to <br />be dated on or about September 1, 201 1, from the County to a deed of trust trustee for the <br />Company's benefit, providing for a security interest in certain County property (including <br />3 <br />