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11. The Issuer covenants, to the extent permitted by <br />the Constitution and laws of the State of North Carolina, to <br />comply with the provisions of the Internal Revenue Code of 1986, <br />as amended (the "Code"), to the extent required to preserve the <br />exclusion from gross income of interest on the Bonds for Federal <br />income tax purposes. <br />12. The Chairman and the Clerk of the Board of <br />Commissioners, the Finance Director and the other officers of the <br />Issuer are hereby authorized and directed to execute and deliver <br />for and on behalf of the Issuer any and all financing statements, <br />certificates, documents or other papers and to perform any and <br />all acts they may deem necessary or appropriate in order to carry <br />out the intent of this resolution and the matters herein <br />authorized. <br />13 The power to make any election on behalf of the <br />Issuer with respect to the arbitrage rebate provisions of the <br />Code applicable to the Bonds is hereby delegated to the Chairman <br />of the Board of Commissioners and the Finance Director of the <br />Issuer. <br />The motion having been duly secondedby Commissioner Hall, and the <br />resolution having been considered, it was adopted by the <br />following vote: <br />AYES: - Cox, Hall, Paschal, Reives, Stafford and Wicker <br />NAYS: None <br />15 <br />