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<br />Depository Trust Company, New York, New York ("DTC"), and not available for distribution to <br />the public. The book-entry system for registration will operate as described in the Official <br />Statement. Therefore, (a) the County will pay principal, premium, if any, and interest on the <br />Bonds to DTC or its nominee as registered owner of the Bonds, (b) the County will not be <br />responsible or liable for any transfer of payments to parties other than DTC or for maintaining, <br />supervising or reviewing the records maintained by DTC or any other person related to the Bonds, <br />and (c) the County will not mail redemption notices (or any other notices related to the Bonds) to <br />anyone other than DTC or its nominee so long as the book-entry system of registration with DTC <br />is in effect. The County may elect to discontinue the book-entry system with DTC by resolution of <br />this Board. The Finance Officer is authorized and directed to enter into any agreements such <br />officer deems appropriate to put into place and carry-out the book-entry system with DTC. <br />1 S. Call of Public Improvement Bonds for Redemption -The Board authorizes and <br />directs the Finance Officer to make, on the County's behalf, an irrevocable call for redemption of <br />such of the County's. Public Improvement Bonds, Series 2004A, 2004B, and 2005A, as the <br />Finance Officer (after consultation with the LGC) deems beneficial to the County. The Finance <br />Officer will make this call for redemption by the execution and delivery of an appropriate <br />certificate in connection with the original delivery of the Bonds. <br />16. Miscellaneous Provisions -- All County officers and employees are authorized and <br />directed to take all such further action as they may consider necessary or desirable in connection <br />with the furtherance of the purposes of this resolution. All such prior actions of County officers <br />and employees are ratified, approved and confirmed. Upon the absence, unavailability or refusal <br />to act of the Chair, the County Manager or the Finance Officer, any of such officers may assume <br />any responsibility or carry out any function assigned to another officer in this resolution. In <br />addition, upon the unavailability of the Chair or the Clerk, respectively, any of the rights or <br />responsibilities directed to such officers may be carried out or exercised by the Vice Chair or any <br />Deputy or Assistant Clerk. All other resolutions, or parts thereof, in conflict with this resolution <br />are repealed, to the extent of the conflict. This resolution takes effect immediately. <br /> <br />I certify as follows: that the foregoing resolution (which includes the attached Exhibits A <br />and B) was properly adopted at a meeting of the Board of Commissioners of Orange County, <br />North Carolina; that such meeting was properly called and held on October 18, 2011; that a <br />quorum was present and acting throughout such meeting; and that such resolution has not been <br />modified or amended, and remains in full effect as of today. <br />Dated this day of October, 2011. <br />[SEAL] <br />Donna S. Baker <br />Clerk, Board of Commissioners <br />Orange County, North Carolina <br />