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3 <br /> 4. The County Manager and Finance Officer are hereby authorized and directed, <br /> together or separately, to hold executed copies of the Agreement, and any other documents <br /> authorized or permitted by this resolution, in escrow on the County's behalf until the conditions <br /> for the delivery of the Agreement have been completed to such officer's satisfaction, and <br /> thereupon to release the executed copies of such documents for delivery to the appropriate <br /> persons or organizations. Without limiting the generality of the foregoing, this authorization and <br /> direction is hereby specifically extended to authorize such officers to approve changes to any <br /> documents (including the Agreement) or closing certifications previously signed by County <br /> officers or employees, provided that such changes shall not substantially alter the intent of such <br /> certificates from that expressed in the forms of such certificates as executed by such officers. <br /> Such officer's authorization of the release of any such document for delivery shall constitute <br /> conclusive evidence of such officer's approval of any such changes. <br /> 5. The County's officers are hereby authorized and directed to deliver all certificates <br /> and instruments and to take all such further action as they may consider necessary or desirable in <br /> connection with the execution and delivery of the Agreement and the consummation of the <br /> transactions contemplated thereby. <br /> 6. Resolutions as to tax matters-- <br /> (a) The County's officers are hereby authorized and directed to deliver a <br /> certificate setting forth the expected use and investment of the proceeds to be derived from the <br /> execution and delivery of the Agreement (the "Proceeds"), and to make any elections such <br /> officers deem desirable regarding any provision requiring rebate of earnings to the United States, <br /> for purposes of complying with the provisions of the Internal Revenue Code of 1986, as the same <br /> may be amended through the closing date, including applicable Treasury regulations (the <br /> "Code"), applicable to "arbitrage bonds." <br /> (b) The County shall not take or omit to take any action the taking or omission <br /> of which will cause its obligations to pay Exempt Payments (the "Obligations") to be "arbitrage <br /> bonds," within the meaning of Code Section 148, or otherwise cause interest components of <br /> Exempt Payments to be includable in the gross income for federal income tax purposes of the <br /> registered owners of the Obligations. Without limiting the generality of the foregoing, the <br /> County shall comply with any provision of the Code that may require the County to pay to the <br /> United States any part of the earnings derived from the investment of the Proceeds. The County <br /> shall pay any such required rebate from its general funds. <br /> (c) The County covenants that it shall not permit the Proceeds to be used in <br /> any manner that would result in (i) 5% or more of the debt service on the Obligations being <br /> directly or indirectly (A) secured by an interest in property, or (B) derived from payments in <br /> respect of property or borrowed money, being in either case used in a trade or business carried on <br /> by any person other than a governmental unit, as provided in Code Section 141(b), (ii) 5% or <br /> dnssa t- <br /> •W Ijag08 J/_2 2T L6 Sz ^ON <br /> Zj •d 6E6S-684-6i6 <br /> • r <br />