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7 <br /> the Board's responsibility, to ensure that the Official Statement neither contains an <br /> untrue statement of a material fact nor omits to state a material fact required to be <br /> included therein for the purpose for which the Official Statement is to be used or <br /> necessary to make the statements therein, in light of the circumstances under which <br /> they were made, not misleading. <br /> 4. Officers To Complete Closing - The Board authorizes the County <br /> Manager, the Finance Officer and all other County officers and employees to take all <br /> proper steps to complete the financing in accordance with this resolution. <br /> The Board authorizes the County Manager to hold executed copies of all <br /> financing documents authorized by this resolution in escrow on the County's behalf <br /> until the conditions for their delivery have been completed to his satisfaction,and then <br /> to release the executed documents for delivery to the appropriate persons or <br /> organizations. <br /> Without limiting the generality of the previous paragraphs, the Board <br /> specifically authorizes the County Manager (a) to approve and enter into, on behalf of <br /> the County, any additional agreements appropriate to carry out the financing plan <br /> contemplated by this resolution, and (b) to approve changes to any documents <br /> previously signed by County officers or employees, provided that the changes do not <br /> substantially alter the intent from that expressed in the form originally signed. The <br /> County Manager's authorization of the release of any document for delivery will <br /> constitute conclusive evidence of his approval of any changes. <br /> In addition, the County Manager and the Finance Officer are authorized to take <br /> all appropriate steps for the efficient and convenient carrying out of the County's on- <br /> going responsibilities with respect to the financing. This authorization includes, <br /> without limitation, contracting with third parties for reports and calculations that may <br /> be required under the Documents, this resolution or otherwise with respect to the <br /> financing. <br /> 5. Release of Certain Collateral-As the County no longer needs to use the <br /> Hillsborough Elementary School property as part of the collateral for the County's <br /> financing, the Board directs the County Manager and all other County officers to take <br /> all appropriate action (a) to release that property from the lien of the financing deed <br /> of trust and (b) transfer the property back to The Orange County Board of Education. <br /> 3 <br />