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17 <br />5. Authorization To Refinance Obligations with Existing Lenders — The <br />Board understands that it may be in the County's best interest to modify some or all of <br />the 2006 Obligations through agreements with the current lenders, instead of refinancing <br />those obligations through the issuance of the limited obligation bonds. The Finance <br />Officer, and all other County officers and representatives, are authorized to take all <br />appropriate action to carry out such modifications and refinancings with the existing <br />lenders if the Finance Officer deems that option to be in the County's best interests. <br />6. Officers To Complete Closing — The County Manager, the Finance Officer <br />and all other County officers and employees are authorized to take all proper steps to <br />complete the financing in accordance with the terms of this resolution. <br />The Board authorizes the County Manager to hold executed copies of all financing <br />documents authorized by this resolution in escrow on the County's behalf until the <br />conditions for their delivery have been completed to her satisfaction, and then to release <br />the executed documents for delivery to the appropriate persons or organizations. <br />Without limiting the generality of the previous paragraphs, the Board specifically <br />authorizes the County Manager (a) to approve and enter into, on behalf of the County, <br />any additional agreements appropriate to carry out the financing plan contemplated by <br />this resolution, including any relevant agreements for the appointment of the corporate <br />trustee referenced in Exhibit B, and (b) to approve changes to any documents previously <br />signed by County officers or employees, provided that such changes do not substantially <br />alter the intent from that expressed in the form originally signed. The County Manager's <br />authorization of the release of any document for delivery will constitute conclusive <br />evidence of her approval of any changes. <br />In addition, the County Manager and the Finance Officer are authorized to take all <br />appropriate steps for the efficient and convenient carrying out of the County's on -going <br />responsibilities with respect to the financing. This authorization includes, without <br />limitation, contracting with third parties for reports and calculations that may be required <br />under the Documents, this resolution or otherwise with respect to the bonds. <br />7. Miscellaneous Provisions -- All County officers and employees are <br />authorized to take all further action as they may consider necessary or desirable in <br />furtherance of the purposes of this resolution. In particular, the Clerk to this Board is <br />directed to apply the County's seal to the final form Documents, and to attest to the <br />application of the seal. All such prior actions of County officers and employees are <br />ratified. Upon the unavailability or refusal to act of the County Manager, the Chair or the <br />Finance Officer, any other of those officers may assume any responsibility or carry out <br />any function assigned in this resolution. In addition, the Vice Chair or any Deputy or <br />Assistant Clerk may carry out or exercise any rights or responsibilities assigned in this <br />resolution to the Chair or the Clerk. All other Board proceedings, or parts of proceedings, <br />in conflict with this resolution are repealed, to the extent of the conflict. This resolution <br />takes effect immediately. <br />3 <br />