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.1 <br /> 3 <br /> full faith and credit. Neither the County's full faith and credit nor its taxing power is pledged <br /> directly, indirectly or contingently to secure any moneys due under the Financing Agreement. <br /> 4. The County Manager and Finance Director are hereby authorized and directed, <br /> together or separately, to hold executed copies of the Agreements, 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 Agreements 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 Agreements) 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. Resolutions as to tax matters — <br /> (a) The County's officers are hereby authorized and directed to deliver all certificates <br /> and instruments and to take all such firther action as they may consider necessary or desirable <br /> in connection with the execution and delivery of the Agreements and the consummation of the <br /> transactions contemplated thereby, including delivering a certificate setting forth the expected <br /> use and investment of the proceeds to be derived from the execution and delivery of the <br /> Agreement (the "Proceeds"), and to make any elections such officers deem desirable regarding <br /> any provision requiring rebate of earnings to the United States, for purposes of complying with <br /> the provisions of the Internal Revenue Code of 1986, as the same may be amended through the <br /> closing date, including applicable 'Treasury regulations (the "Code"). applicable to "arbitrage <br /> bonds." <br /> (b) The County shall not take or omit to take any action the taking or omission of <br /> which will cause its obligations to pay InstaUnxm Payments(the "Obligations")to be "arbitrage <br /> bonds," within the meaning of Code Section 148, or otherwise cause interest components of <br /> Installment Payments to be includable in the gross income for Federal income tax purposes of <br /> the 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 any <br /> manner that would result in(i) 5% or more of the debt service on the Obligations being directly <br /> or indirectly(A) secured by an interest in property, or (B)derived from payments in respect of <br /> property or borrowed money, being in either case used in a trade or business carried on by any <br /> person other than a governmental unit, as provided in Code Section 141(b), (ii) 5% or more of <br /> such Proceeds being used with respect to any "output facility" (other than a facility for the <br /> uL;2 i <br />