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3.0 1. The forms of the Indenture and Continuing Disclosure Certificate are hereby approved, subject to such modifications as are approved by the Executive Director, within the limitations provided in Section 2 hereof which approval shall be conclusively presumed by the execution therof by the Executive Director. The Chair and Executive Director are hereby authorized to execute and deliver the Bond Purchase Agreement, the Indenture and the Continuing Disclosure Certificate on behalf of the Authority. The Chair and Executive Director and other officers of the Authority are hereby authorized to execute such other instruments as may be required by the Indenture or Bond Purchase Agreement or to give effect to the transactions herein contemplated. 3.02. The form of the Preliminary Official Statement is hereby approved subject to such modifications as may be approved by the Executive Director. The Executive Director is authorized on behalf of the Authority to deem the Preliminary Official Statement near final as of its date, in accordance with Rule 15c2 -12(b)(1) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Upon sale of the Bonds the Executive Director is hereby authorized to approve the form of an Official Statement in substantially the form of the Preliminary Official Statement with such revisions as are approved by the Executive Director. 3.03.. The Chair and the Executive Director are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 3.04. In the absence or disability of the Chair, any of the documents authorized by this resolution to be approved and executed by the Chair .may be so approved and executed by the Vice Chair. In the absence or disability of the Executive Director, any of the documents authorized by this resolution to be approved and executed by the Executive Director may be so approved and executed by the Secretary or Treasurer of the Authority or by such other officer of the Authority who, in the opinion of the attorney for the Authority may execute such documents. Section 4. Commitment Conditional. The Authority retains the right in its sole and absolute discretion to withdraw from participation and accordingly not issue the Bonds should the Authority at any time prior to the execution and delivery of the Bond Purchase Agreement by the Authority determine that it is in the best interests of the Authority not to issue the Bonds or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the financing. Section 5. Authentication of Transcript. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Underwriter, and to Dorsey & Whitney LLP, the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the -3- 63