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<br />Section 9. The Authorized Representative or duly appointed designee, on behalf of the <br />Authority, are authorized to execute all documents, certificates, and instruments necessary or <br />appropriate to this transaction and undertaking the issuance of the Bond and entering into the Loan <br />Agreement; provided, however that the issuance of the Bond will not be undertaken and the Loan <br />Agreement shall not be entered into and delivered on behalf of the Authority until the California <br />Industrial Development Financing Advisory Commission has made all necessary findings and <br />determinations and given all necessary approvals as required by the Act. <br /> <br />Section 10. Prior to execution of the Loan Agreement or Tax Regulatory Agreement, the <br />Authorized Representative or duly appointed designee, on behalf of the Authority, shall approve in <br />writing the final compensation being made to the financing team. <br /> <br />Section II. All actions heretofore taken by the officers and agents of the Authority with <br />respect to the approval of the Bond and the loan of the proceeds to the Borrower are hereby <br />approved, confirmed and ratified, and the officers of the Authority and their authorized designees, <br />deputies and agents are each hereby authorized and directed, jointly and severally, to do any and all <br />things and to execute and deliver any and all certificates and documents which they, bond counsel, <br />special tax counsel and the Authority Attorney may deem necessary or advisable, including but not <br />limited to nonsubstantial changes as may be approved in form by the Authority Attorney and <br />approved in content by the Executive Director, in order to consummate the issuance of the Bond and <br />loan of the proceeds to the Borrower and otherwise to effectuate the purpose of this Resolution. <br /> <br />Section 12. <br /> <br />This Resolution shall take effect from and after its inception. <br /> <br />ADOPTED this 20th day of August 2007. <br /> <br />Miguel A. Pulido <br />Chair <br /> <br />APPROVED AS TO FORM: <br />Joseph W. Fletcher, General Counsel <br /> <br />By: <br />Lorena C. Penaloza <br />Assistant General Counsel <br /> <br />AYES: <br /> <br />Boardmembers <br /> <br />NOES: <br /> <br />Boardmembers <br /> <br />ABSTAIN: <br /> <br />Boardmembers <br /> <br />NOT PRESENT: <br /> <br />Boardmembers <br /> <br />DOCSOC/1233212v2/200039_000 I <br /> <br />4 <br /> <br />