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SECTION 5. The County hereby approves the Preliminary <br /> Official Memorandum, relating to the Bonds in substantially the <br /> form attached hereto as Exhibit D and authorizes the use and <br /> distribution by the Underwriter of said Preliminary Official <br /> Memorandum and a Final Official Memorandum relating to the Bonds <br /> with such revisions as shall hereafter be approved by the Chairman <br /> or Vice Chairman and, with such approval and authorization, the <br /> distribution of such Final Official Statement by said Underwriter <br /> in connection with the sale and issuance of the Bonds. The <br /> Offering Memorandum in the form attached hereto is hereby deemed <br /> "final", as required by Rule 15c2-12 of the Securities Exchange <br /> Commission. <br /> SECTION 6. With respect to the Bonds, State Street Bank <br /> and Trust Company, a Massachusetts banking corporation, is hereby <br /> appointed as Trustee, Registrar, Paying Agent pursuant to the <br /> Indenture; and, State Street Bank and Trust Company is hereby <br /> appointed as Tender Agent pursuant to the Indenture and the Tender <br /> Agreement and First Commerce Capital, a Division of Morgan Keegan <br /> & Company Inc. , is hereby appointed Remarketing Agent pursuant to <br /> the Indenture and the Remarketing Agreement. <br /> SECTION 7. The County has determined that the Bonds shall <br /> be issued initially utilizing a pure book-entry system of <br /> registration, subject' to further limitations set forth in the <br /> Indenture, and with a reservation to the County of the right to <br /> cease using a full book-entry system of registration. <br /> 6 <br />