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<br />. <br /> <br />. <br /> <br />. <br /> <br />(g) Each capitalized term which is used but not otherwise defined in this <br />Resolution shall have the meaning given to that term in the Indenture. <br /> <br />(h) The Board hereby tinds that the execution and delivery of the Indenture <br />and the Development Agreement and the issuance of the Bonds are in furtherance of the <br />Act. <br /> <br />2. Acceptance of Offer; Approval of Agreements. Subject to and contingent <br />upon the Placement Agent's successful arrangement of the placement, sale and issuance of the <br />Bonds, the Board hereby approves and authorizes the EDA's execution and delivery of and <br />performance under the Indenture and the Development Agreement, such execution to be <br />substantially in the forms of the same which have been presented to the EDA for the Board's <br />consideration, but with such additions thereto or deletions therefrom as the officers of the EDA <br />executing the same shall in their discretion deem appropriate or necessary, as evidenced by their <br />execution thereof. As so executed and delivered, the Indenture is and shall be as much a part of <br />this Resolution as though set forth herein. The principal amount of the Bonds shall not exceed <br />$850,000, and the interest rate borne by the Bonds shall not exceed 7.75%. The proceeds of the <br />Bonds shall be applied as provided in the Indenture and/or the certifications of the EDA. <br /> <br />3. Purpose. The Net Proceeds of the Bonds (as the term "Net Proceeds" is <br />defined in the Indenture) shall provide funds to finance demonstrated and eligible Development <br />Costs. <br /> <br />4. Delivery: Application of Proceeds. Contingent upon the execution and <br />delivery of the Indenture and the Development Agreement, the Bonds are authorized to be <br />executed by the EDA, authenticated by the Trustee pursuant to the Indenture and delivered to the <br />original purchaser or purchasers thereof upon receipt of the total purchase price thereof. <br /> <br />5. Records and Certificates. Upon request, the officers of the EDA are <br />hereby authorized to prepare and furnish to the Trustee, the Placement Agent, and to the <br />attorneys approving the legality of the issuance of the Bonds certified copies of all proceedings <br />and records of the EDA relating to the Bonds and such other information as may required to <br />show facts as the same appear from the books and records under their custody and control or as <br />otherwise known to them, and all such certifications, including any heretofore furnished, shall <br />be deemed representations of the EDA as to the facts recited therein. <br /> <br />6_ No Continuing Disclosure Undertaking. The Board hereby finds that the <br />Bonds are exempt from continuing disclosure requirements of Rule 15c2-l2 of the Securities and <br />Exchange Commission due to the fact that the Bonds are issued in denominations of$100,000 or <br />more. Consequently, the EDA is not covenanting to provide and will not provide annual <br />financial information, notices of certain material events or any other disclosure or information <br />which would otherwise be required by that Rule. <br /> <br />7_ Severability. If any section, paragraph or provision of this Resolution <br />shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of <br />such section, paragraph or provision shall not affect any of the remaining provisions of this <br />Resolution. <br /> <br />1280407v2 <br /> <br />2 <br />