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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 Yark, 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 ar 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 Off cer 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 -- A11 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. A11 <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 />