09-08-25-R - Laserfiche WebLink

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Section 6. The Project and the Obligations. a. The Issuer hereby authorizes the issuance of the Obligations in the aggregate principal amount to exceed $1,700,000 to refund the 2017 Note and thereby refinance the Project. The Issuer hereby further authorizes the issuance of the Obligations substantially in form and with the terms set forth in the form of the Obligations now on file with the Issuer, with such variations, omissions and insertions therein as may be necessary and appropriate and approved by Issuer's Counsel and Bond Counsel. b. The offer of the Lender to purchase the Obligations at the price of par plus accrued interest, if any, to the date of delivery at the interest rate or rates specified in the Obligations is hereby accepted. Upon approval of the Project by DEED, the Authorized Officers are authorized and directed to prepare and execute the Obligations as prescribed in the Loan Agreement and the Obligations shall be delivered to the Lender. The execution of the Obligations by the Authorized Officers as provided herein is conclusive evidence of approval of the Obligations in accordance with the terms of this Resolution. Section 7. Approval and Execution of Issuer Documents and Documents. a. The Issuer Documents are made a part of this Resolution and are approved in substantially the forms on file with the Issuer. Upon approval of the Project by DEED, the Authorized Officers are authorized and directed to prepare, execute, acknowledge and deliver (as applicable) the Issuer Documents and any other Documents with changes, insertions and omissions approved by Issuer's Counsel and by Bond Counsel. The seal of the Issuer may be omitted as allowed by law. b. The Authorized Officers and other officers and members of the Issuer (individually or with one or more other officers and members of the Issuer) are authorized and directed to (i) execute and deliver the Documents, and all other documents which may be reasonably required under the terms of the Issuer Documents or the Obligations or by Bond Counsel; (ii) take any other action required or deemed appropriate on the advice of Issuer's Counsel or by Bond Counsel for the performance of the Issuer's duties necessary to carry out the Financing Purposes, the terms of the Issuer Documents, and the requirements of the Acts and the Code; and (iii) furnish certified copies of this Resolution, all proceedings and records of the Issuer relating to the Obligations, and any other affidavits and certificates required, in the opinion of Bond Counsel, to show the facts relating to the Issuer respecting the Obligations, as the facts appear from the books and records in the Issuer's custody and control or as otherwise known to them. C. The execution by the Authorized Officers of the Issuer Documents and the Documents is conclusive evidence of their approval in accordance with the terms of this Resolution. Section 8. Absent or Disabled Officers. If any of the Authorized Officers or any other officer, employee or agent of the Issuer specifically authorized in this Resolution to execute Issuer Documents, Documents or the Obligations on behalf of the Issuer: a. ceases to be an officer, employee or agent of the Issuer after he or she has executed any certificate, instrument or other written document, the validity or Page 5