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the forms of such documents as executed by such officers. The Finance Officer's <br />authorization of the release of any such document for delivery will constitute conclusive <br />evidence of his approval of any such changes. <br />5. 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 principal <br />and interest components of installment payments under the Financing Agreement {as <br />described on Exhibit A) (the "Obligations") to be "arbitrage bonds," within the meaning of <br />Section 148 of the "Code" (as defined below}, or "private activity bands" within the <br />meaning of Code Section 141, or otherwise cause interest components of the installment <br />payments to be includable in grass income for federal income tax purposes. Without <br />limiting the generality of the foregoing, the County will comply with any Code provision <br />that may require the County at any time to pay to the United States any part of the <br />earnings derived from the investment of the proceeds made available to it under the <br />Financing Agreement, and the County will pay any such required rebate from its general <br />funds. For the purposes of this resolution, "Code" means the United States Internal <br />Revenue Code of 1986, as amended through the date of the initial delivery of the <br />Financing Agreement, including applicable Treasury regulations. <br />6. Obligations Are "Bank-Qualified" Obligations -- The County <br />designates the Obligations as "qualified tax-exempt obligations" far the purpose of Code <br />Section 265(b)(3}. <br />7. Authorization to School Board Attorney -The Board authorizes and <br />approves actions taken and to be taken by the School Board's attorney in connection <br />with the conveyance of the Orange High School property to the County and in obtaining <br />a title insurance policy on that property for the County's benefit. The Board waives any <br />conflict that may arise between such activities on the County's behalf and the attorney's <br />representative of the School Board. <br />8. Miscellaneous Provisions -- All County officers and employees are <br />authorized and directed to take all such further action, as they may consider necessary <br />or 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 Chair or the Finance Officer, the County Manager <br />may assume any responsibility or carry out any function assigned to the Chair or the <br />Finance Officer in this resolution. All other Board proceedings, or parts thereof, in <br />conflict with this resolution are repealed, to the extent of the conflict. This resolution <br />takes effect immediately. <br />Exhibit A -- Draft Documents <br />(a} A Financing Agreement and Deed of Trust to be dated on or about <br />December 10, 2002, from the County to a deed of trust trustee for the Bank's benefit of <br />Branch Banking and Trust Company ("BB&T"), providing for the advance of funds to the <br />County, setting forth the County's repayment obligation and imposing a security interest <br />in a portion of the Projects {consisting of all or a portion of the Orange High School <br />property} to secure the County's obligations under the Financing Agreement. <br />