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1280407v2 Resolution 01-EDA-153 4 (g) Each capitalized term which is used but not otherwise defined in this Resolution shall have the meaning given to that term in the Indenture. (h) The Board hereby finds that the execution and delivery of the Indenture and the Development Agreement and the issuance of the Bonds are in furtherance of the Act. 2. Acceptance of Offer; Approval of Agreements. Subject to and contingent upon the Placement Agent's successful arrangement of the placement, sale and issuance of the Bonds, the Board hereby approves and authorizes the EDA's execution and delivery of and performance under the Indenture and the Development Agreement, such execution to be substantially in the forms of the same which have been presented to the EDA for the Board's consideration, but with such additions thereto or deletions therefrom as the officers of the EDA executing the same shall in their discretion deem appropriate or necessary, as evidenced by their execution thereof. As so executed and delivered, the Indenture is and shall be as much a part of this Resolution as though set forth herein. The principal amount of the Bonds shall not exceed $850,000, and the interest rate borne by the Bonds shall not exceed 7.75%. The proceeds of the Bonds shall be applied as provided in the Indenture and/or the certifications of the EDA. 3. Purpose. The Net Proceeds of the Bonds (as the term "Net Proceeds" is defined in the Indenture) shall provide funds to finance demonstrated and eligible Development Costs. 4. Delivery; Application of Proceeds. Contingent upon the execution and delivery of the Indenture and the Development Agreement, the Bonds are authorized to be executed by the EDA, authenticated by the Trustee pursuant to the Indenture and delivered to the original purchaser or purchasers thereof upon receipt of the total purchase price thereof. 5. Records and Certificates. Upon request, the officers of the EDA are hereby authorized to prepare and furnish to the Trustee, the Placement Agent, and to the attorneys approving the legality of the issuance of the Bonds certified copies of all proceedings and records of the EDA relating to the Bonds and such other information as may required to show facts as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certifications, including any heretofore furnished, shall be deemed representations of the EDA as to the facts recited therein. 6. No Continuing Disclosure Undertaking. The Board hereby finds that the Bonds are exempt from continuing disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission due to the fact that the Bonds are issued in denominations of $100,000 or more. Consequently, the EDA is not covenanting to provide and will not provide annual financial information, notices of certain material events or any other disclosure or information which would otherwise be required by that Rule.