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net interest rate for the Initial Adjustment period on the Bonds not exceeding 6.00% per annum (or the maximum lawful rate, whichever is less), and maturities on the Bonds being not later than the year 2027, may be approved by the Chairman or Vice Chairman as attested by the Clerk or an Assistant Clerk of the County without need of further authorization of the County. The Bonds are hereby sold to the Underwriter (subject to such conditions) in the amount, at the price and upon the final terms set forth in the Bond Purchase Agreement as may be approved by the Chairman or Vice Chairman as attested by the Clerk or an Assistant Clerk. SECTION S. The County hereby approves the Preliminary Official Memorandum, relating to the Bonds in substantially the form attached hereto as Exhibit D and authorizes the use and distribution by the Underwriter of said Preliminary Official Memorandum and a Final Official Memorandum relating to the Bonds with such revisions as shall hereafter be approved by the Chairman or Vice Chairman and, with such approval and authorization, the distribution of such Final Official Statement by said Underwriter in connection with the sale and issuance of the Bonds. The Offering Memorandum in the form attached hereto is hereby deemed "final", as required by Rule 15c2-12 of the Securities Exchange Commission. SECTION 6. With respect to the Bonds, State Street Bank and Trust Company, a Massachusetts banking corporation, is hereby appointed as Trustee, Registrar, Paying Agent pursuant to the Indenture; and, State Street Bank and Trust Company is hereby appointed as Tender Agent pursuant to the Indenture and the Tender Agreement and First Commerce Capital, a Division of Morgan Keegan & Company Inc., is hereby appointed Remarketing Agent pursuant to the Indenture and the Remarketing Agreement. SECTION 7. The County has determined that the Bonds shall be issued initially utilizing a pure book -entry system of registration, subject to further limitations set forth in the Indenture, and with a reservation to the County of the right to cease using a full book -entry system of registration. SECTION S. All prior resolutions and motions of the County inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to,conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. U�' " AUGUST 19 1997 '® PAG�� BOOK