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7 <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 /> 15. 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 finther 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 /> 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 q day of October, 2011. <br /> [ a <br /> : Donna S. Baker <br /> 17 Clerk, Board of Commissioners <br /> sz Orange County,North Carolina <br /> Cara <br />