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<br />Section 4. An Amended and Restated Regulatory Agreement and Declaration of
<br />Restrictive Covenants with respect to each Project (the "Regulatory Agreement") among the
<br />Authority, the Trustee and the Borrower, in the form presented to this meeting, is hereby
<br />approved, The Designated Officers of the Authority are, and each of them acting alone is,
<br />hereby authorized, for and in the name of and on behalf of the Authority, to execute and deliver
<br />a Regulatory Agreement with respect to each Project in said form, with such additions thereto
<br />or changes therein as are recommended or approved by such officers upon consultation with
<br />bond counsel to the Authority including such additions or changes as are necessary or
<br />advisable in accordance with Section 9 hereof, the approval of such additions or changes to be
<br />conclusively evidenced by the execution and delivery by the Authority of the Regulatory
<br />Agreement.
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<br />Section 5. The bond purchase and remarketing agreement (the "Purchase Contract")
<br />among the Authority, the Borrower and Newman & Associates, Inc, (the "Underwriter"), in the
<br />form presented to this meeting, is hereby approved, The Designated Officers of the Authority
<br />are, and each of them acting alone is, hereby authorized, for and in the name and on behalf of
<br />the Authority, to accept the offer of the Underwriter to purchase the Bonds contained in the
<br />Purchase Contract (when such offer is made and if such offer is consistent with Section 3
<br />hereof) and to execute and deliver said Purchase Contract in said form, with such additions
<br />thereto or changes therein as are recommended or approved by such officers upon
<br />consultation with bond counsel to the Authority, the approval of such additions or changes to be
<br />conclusively evidenced by the execution and delivery by the Authority of the Purchase Contract.
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<br />Section 6. The preliminary reoffering circular relating to the Bonds (the "Preliminary
<br />Remarketing Statement"), in the form presented to this meeting, is hereby approved, The
<br />Designated Officers are, and each of them acting alone is, hereby authorized, for and in the
<br />name and on behalf of the Authority, to bring to final form the Preliminary Remarketing
<br />Statement (the "Remarketing Statement") upon sale of the Bonds and to execute the
<br />Remarketing Statement in said form, with such addition thereto or changes therein as are
<br />recommended or approved by such officers upon consultation with bond counsel to the
<br />Authority, the approval of such additions or changes to be conclusively evidenced by the
<br />execution and delivery by the Authority of the Remarketing Statement. The Underwriter is
<br />hereby authorized to distribute copies of the Preliminary Remarketing Statement to persons
<br />who may be interested in the purchase of the Bonds upon remarketing and are directed to
<br />deliver copies of the Remarketing Statement to all actual purchasers of the Bonds upon
<br />remarketing,
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<br />Section 7. The remarketed Bonds, when executed, shall be delivered to the Trustee for
<br />authentication, The Trustee is hereby requested and directed to authenticate the Bonds by
<br />executing the Trustee's certificate of authentication and registration appearing thereon, and to
<br />deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with
<br />written instructions executed on behalf of the Authority by one of the Designated Officers, which
<br />instructions such officers are, and each of them is, hereby authorized, for and in the name and
<br />on behalf of the Authority, to execute and deliver to the Trustee, Such instructions shall provide
<br />for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon
<br />payment of the purchase price therefore,
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<br />Section 8. All actions heretofore taken by the officers and agents of the Authority with
<br />respect to the financing contemplated by this Resolution, the Program and the remarketing of
<br />the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority,
<br />including the Designated Officers, are hereby authorized, for and in the name and on behalf of
<br />the Authority, to do any and all things and take any and all actions and execute and deliver any
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