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. . . . . to deliver the Agreement to the Issuer, and does hereby authorize and direct the execution and delivery of the Agreement, All of the pro- visions of the Agreement, when executed and delivered by the Agency as authorized herein and when duly authorized, executed and delivered by the Issuer, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein, and the Agreement shall be in substantially the form of the Agreement attached hereto as Exhibit A with such changes, amendments, modifica- tions, omission,. and additions, including the date of such Agreement, as may be approved by said Chairman. Execution by said Chairman of the Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 4. NO PERSONAL LIABILrTY No covenant, stipula- tion, obligation or agreement herein contained or contained in the Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Agency in his individual capacity, and neither the members of the Agency nor any official executing any document shall be liable personally thereon or be subject to any personal liability or accountability by reason or the issuance thereof. SECTION 5. NO THIRD PARTY BENEFICIARIFS E x c e p t a s expressly provided herein or in the Agreement, nothing in this reso- lution or in the Agreement, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the Agency, the Issuer and the purchasers of the Note any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Agreement, all pro- visions thereof being intended to be and being for the sole and exclusive benefit of the Agency, the Issuer and the purchasers of the Note. SECTION 6. COVENANTS OF THE AGENCY All acts, conditions and things relating to the passage of this resolution or to the exe- cution of the Agreement required by the Act to happen, exist and be performed precedent to and in the passage of this resolution, and precedent to the execution and delivery of the Agreement have hap- pened, exist and have been performed as so required, SECTION 7, GENERAL AUTHORITY The members of the Agency and its officers, attorneys, financial consultants or other agents or employees are hereby authorized to do all acts and things (a) required of them by this resolution and the Agreement, or (b) desirable or consistent with the requirements hereof or such Agreement for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Agreement and this resolution. -2- 94794,2.2982.07:4