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? <br />BOOK l ?ACS A -d <br />® 10. The Chairman and the Clerk of the Board of <br />Commissioners of the Issuer and the Finance Director of the <br />Issuer are hereby authorized and directed to cause the Bonds to <br />be prepared and, when they shall have been duly sold by said <br />Local Government Commission, to execute the Bonds and have the <br />Bonds endorsed and authenticated as provided herein and to <br />deliver the Bonds to the purchaser or purchasers to whom they may <br />be sold by said Local Government Commission. <br />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 Board of Commissioners of the Issuer hereby <br />approves the terms of the Escrow Deposit Agreement by and between <br />the Issuer and First-Citizens Bank & Trust company, in the form <br />presented to the Board (draft of 6/8/92) and hereby authorizes <br />the officers of the Issuer designated therein to execute and <br />deliver the Escrow Deposit Agreement in substantially such form <br />with such changes and insertions as any of such officers shall <br />deem necessary to accomplish the purposes for which the Bonds are <br />being issued, their execution thereof constituting conclusive <br />evidence of such approval. <br />® 13. 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 />14. 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 seconded by.Commissioner Paschal, 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 />E <br />28 <br />