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deemed final Official Statement. The Authority hereby authorizes and directs the President <br />and/or Secretary-Treasurer, or any other officer of the Authority, to place into final form and <br />distribute and deliver the final Official Statement in accordance with the Rule, and further <br />authorizes the President and/or Secretary-Treasurer, or any other officer of the Authority, to <br />execute the final Official Statement. <br />Section 10. The Secretary is authorized and directed to place a copy of the Trust <br />Agreement, the Escrow Agreement and the Continuing Disclosure Undertaking Agreement in the <br />minute book immediately following the minutes of this meeting and said Trust Agreement, <br />Escrow Agreement, and Continuing Disclosure Undertaking Agreement is made a part of this <br />Resolution as if the same were fully set forth herein. <br />Section 11. Prior to the delivery of the Bonds the Secretary shall be authorized to <br />obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority, and to <br />furnish such opinion to the purchaser or purchasers of the Bonds. The cost of such opinion shall <br />be considered as part of the costs incidental to the issuance of the Bonds and shall be paid out of <br />proceeds of said Bonds. <br />Section 12. If the President and the Secretary determine that market conditions at <br />the time of the sale of the Bonds are such that the Authority is able to finance the refunding of <br />the Refunded Bonds by issuing Bonds in an aggregate principal amount which is less than <br />$8,000,000, then the Authority shall issue such lesser principal amount of Bonds. <br />Section 13. After the sale of the Bonds, the President and the Secretary are <br />authorized to complete, and place or cause to be placed into final form, the Trust Agreement, the <br />Escrow Agreement and the Continuing Disclosure Undertaking Agreement and then to execute <br />the same on behalf of the Authority. <br />Section 14. The President, Vice-President and Secretary-Treasurer of this <br />Authority and each of them is hereby authorized to take all such actions and to execute all such <br />instruments as are desirable to carry out the transactions contemplated by this Resolution, in such <br />forms as the President, Vice President and Secretary-Treasurer executing the same shall deem <br />proper, to be evidenced by the execution thereof. <br />Section 15. The Authority hereby establishes its intent, pursuant to Section <br />1.150-2 of the Treasury Regulations promulgated by the Internal Revenue Service and I.C. 5-1- <br />14-6 to reimburse itself and the City for preliminary costs and expenses, if any, incurred or <br />advanced in financing the Refunding from the proceeds of the Bonds when issued. <br />Section 16. The provisions of this Resolution and the Trust Agreement shall <br />constitute a contract between the Issuer and the holders of the Bonds, and, after the issuance of <br />the Bonds, this Resolution shall not be repealed or amended in any respect which would <br />adversely affect the rights of such holders so long as the Bonds or the interest thereon remains <br />unpaid. <br />*~~** <br />BDDBOI 5089147v2 - 4 - <br />