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RESOLUTION 94-003 SAFA Page 3 is hereby approved. The Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority Counsel may require or approve, such approval to.be conclusively evidenced by the execution and delivery thereof. Section ~. The Escrow Agreement, on file with the Secretary, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority Counsel may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The execution and delivery of not to exceed $24,000,000 aggregate principal amount of the Bonds, payable in the years and in the amounts with interest rates with respect thereto as specified in the Indenture as finally executed, are hereby authorized and approved and the Chairman of the Authority is hereby authorized and directed to execute and the Secretary is hereby authorized and directed to countersign each of the Bonds on behalf of the Authority. Section 7. Orrick, Herrington & Sutcliffe is hereby appointed to serve as bond counsel, Kelling, Northcross & Nobriga, Inc. is hereby appointed to act as financial advisor and the Trustee is hereby appointed to act as trustee under the Indenture. Section 8. Ail actions heretofore taken by the Officers, agents and employees of the Authority with respect to the sale, execution and delivery of the Bonds are hereby approved, confirmed and ratified, and the Officers and Authority Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name of and on behalf of the Authority, to do any and all things and take any and all actions, including (without limitation) the securing of a policy of municipal bond insurance and/or reserve fund surety for the Bonds; and the execution and delivery of any and all certificates, requisitions and agreements; which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Indenture~ in each case as finally executed and delivered, this resolutioh and all related documents.