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without limitation, agreements with securities depositories, financing statements, apps certificates and agreements and other documents and agreements (including repurchase agreements) relating to the investment of the proceeds from the execution and delivery of the Contracts) as they may deem necessary or advisable to carry out the intent of this resolution and to effect the refinancing pursuant to the 2001 Contract Amendment and the other Financing Documents. The County Clerk is hereby authorized to affix the seal of the County to such documents and certificates as may be appropriate and to attest to the same and to execute and deliver the same as may be needed. In addition, said officers are hereby authorized to cooperate with the Underwriters in preparing and filing such filings under state securities or "blue sky" laws (including special consents to service of process) as the Underwriters may request and as the Chairman of the Board of Commissioners, the County Manager or the Director of Finance shall determine. Section 8. The County covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will do and perform all acts and things to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), in order to assure that interest paid with respect to the 2009B Certificates will not be includable in the gross income of the owners thereof for purposes of federal income taxation, except to the extent that the County obtains an opinion of bond counsel to the effect that noncompliance would not result in interest with respect to the 2009B Certificates being includable in the gross income of the owners of the 2009B Certificates for purposes of federal income taxation. Section 9. This Resolution shall become effective immediately upon its adoption. Thereupon, upon motion of Commissioner seconded by Commissioner the foregoing resolution entitled "RESOLUTION 7 329 G-3