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Section 15. DEED Approval; Conditions Precedent. a. The Authorized Officers are authorized and directed to work with Bond Counsel to facilitate submission of the DEED Application to DEED, and other officers, employees and agents of the Issuer are authorized to provide DEED with any information it requires. Bond Counsel is authorized and directed to submit the DEED Application to DEED requesting approval. b. Notwithstanding anything in this Resolution to the contrary, delivery of the Obligations, the Issuer Documents and Documents is subject to and contingent upon approval by DEED. Section 16. Bank Qualification. In order to qualify the Obligations as "qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the Code, the Issuer makes the following factual statements and representations: a. based upon representations of the Borrower, the Obligations are not treated as "private activity bonds" under Section 265(b)(3) of the Code, as they are"qualified 501(c)(3) bonds" under Section 145 of the Code; b. the Issuer hereby designates the Obligations as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; C. the reasonably expected amount of all tax-exempt obligations which have been and will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during the calendar year in which the Obligations are issued will not exceed $10,000,000; and d. not more than $10,000,000 of tax-exempt obligations issued by the Issuer during the calendar year in which the Obligations have been issued have been or are expected to be designated for purposes of Section 265(b)(3) of the Code. Section 17. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. Section 18. Effective Date. This resolution shall be in full force and effect from and after its approval.The approvals contained in the Resolution are effective for one year after the date hereto. Page 10