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Section 5. Said Bonds shall be issued in accordance with and shall be secured by <br />a trust agreement substantially in the form of the Trust Agreement as submitted to this meeting, <br />with such changes as the President and the Secretary-Treasurer of the Authority deem necessary <br />or appropriate to effectuate these resolutions and to consummate the sale of the Bonds, said <br />officers' execution and attestation thereof to be conclusive evidence of their approval of such <br />changes. <br />Section 6. The Authority shall enter into the Escrow Agreement substantially in <br />the form of the Escrow Agreement submitted to this meeting, in order to effect the current <br />refunding of the Refunded Bonds in accordance with their terms. The Authority hereby <br />authorizes the President and Secretary-Treasurer to execute and attest, respectively, the Escrow <br />Agreement substantially in the form of the Escrow Agreement as submitted to this meeting, with <br />such changes as may be approved by the President and Secretary with such approval to be <br />conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. <br />Section 7. The Authority shall enter into the Continuing Disclosure Undertaking <br />Agreement substantially in the form of the Continuing Disclosure Undertaking Agreement <br />submitted to this meeting, in order to evidence the Authority's obligation under the Rule. The <br />Authority hereby authorizes the President and Secretary-Treasurer to execute and attest, <br />respectively, the Continuing Disclosure Undertaking Agreement substantially in the form of the <br />Continuing Disclosure Undertaking Agreement as submitted to this meeting, with such changes <br />as may be approved by the President and Secretary-Treasurer with such approval to be <br />conclusively evidenced by such authorized execution and attestation of the Continuing <br />Disclosure Undertaking Agreement. <br />Section 8. The Bonds shall be sold pursuant to the provisions of I.C. 36-7-14.5- <br />19 and I.C. 5-1-5. The Authority hereby determines to sell the Bonds pursuant to a negotiated <br />sale to J.P. Morgan Securities Inc. (the "Underwriter"). The Authority shall enter into a bond <br />purchase agreement (the "Bond Purchase Agreement") with the Underwriter, for the sale and <br />purchase of the Bonds. The Authority hereby authorizes the President and the Secretary- <br />Treasurer, or any other officer of the Authority, to execute and attest, respectively, the Bond <br />Purchase Agreement, in such form as approved by the President and Secretary-Treasurer, or any <br />other officer of the Authority, such approval to be conclusively evidenced by such authorized <br />execution and attestation of the Bond Purchase Agreement. <br />Section 9. The Bonds shall be offered and sold pursuant to an official statement <br />(the "Official Statement"), to be made available and distributed in such manner, at such times, <br />for such periods and in such number of copies as may be required pursuant to the Rule. The <br />President and/or the Secretary-Treasurer, or any other officer of the Authority, are authorized to <br />approve and deem a form of the preliminary Official Statement final for purposes of the <br />provisions of the Rule, with such changes as are deemed necessary and appropriate with such <br />approval to be conclusively evidenced by signature of the President and/or the Secretary- <br />Treasurer, or any other officer of the Authority, thereon. The Authority hereby authorizes the <br />President and/or the Secretary-Treasurer, or any other officer of the Authority, to deem "final" <br />the Official Statement, as of its date, in accordance with the provisions of the Rule, subject to <br />completion as permitted by the Rule, and the Authority further authorizes the distribution of the <br />BDDBOI 5089147v2 - 3 - <br />