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8 <br /> with any Code provision that may require the County at any time to pay to the United <br /> States any part of the earnings derived from the investment of the proceeds of the <br /> Bonds, and the County will pay any such required rebate from its general funds. For <br /> this paragraph, "Code" means the United States Internal Revenue Code of 1986, as <br /> amended through the closing date of the Bonds, including applicable Treasury <br /> regulations. <br /> 16. Book Entry System for Bond Registration -- The Bonds will be issued <br /> by means of a book-entry system, with one bond certificate for each maturity <br /> immobilized at The Depository Trust Company, New York, New York ("DTC"), and <br /> not available for distribution to the public. The book-entry system for registration will <br /> operate as described in the Official Statement. Therefore, (a) the County will pay <br /> principal, premium, if any, and interest on the Bonds to DTC or its nominee as <br /> registered owner of the Bonds,. (b) the County will not be responsible or liable for <br /> such transfer of payments to parties other than DTC or for maintaining, supervising or <br /> reviewing the records maintained by DTC or any other person related to the Bonds, <br /> and (c) the County will not mailing redemption notices (or any other notices related to <br /> the Bonds) to anyone other than DTC or its nominee so long as the book-entry system <br /> of registration with DTC is in effect. The County may elect the to discontinue the <br /> book-entry system with DTC. <br /> 17. Ratification of Professionals — The Board confirms the selection of <br /> Robert M. Jessup, Jr. of the Sanford Holshouser Law Firm to serve as the County's <br /> bond counsel with respect to the Bonds and of Banc of America Securities to serve as <br /> the County's financial advisor with respect to the refunding. <br /> 18. Call of 1994 School Bonds for Redemption — The Board authorizes and <br /> directs the Finance Officer to make, on the County's behalf, an irrevocable call for <br /> redemption of such of the County's School Bonds, Series 1994, as the Finance Officer <br /> (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 <br /> appropriate certificate in connection. with the original delivery of the Refunding <br /> Bonds. <br /> 19. 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 connection with the furtherance of the purposes of this resolution. All <br /> such prior actions of County officers and employees are ratified, approved and <br /> confirmed. All other resolutions, or parts thereof, in conflict with this resolution are <br /> repealed, to the extent of the conflict. This resolution takes effect immediately. <br />