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either of the officers of the Issuer executing the same, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. First Union National Bank is hereby designated as the initial trustee (in such capacity, the "Trustee") under the Trust Agreement. The Chairman of the Board is hereby designated and appointed the Issuer Representative under the terms of the Trust Agreement and the Vice Chairman of the Board is hereby appointed as an alternate Issuer Representative. SECTION 8. As authorized by and in conformity with the Act, it is desirable and in the public interest that the Issuer loan funds to the Borrower to pay the costs of the Project, such loan to be evidenced by the Loan Agreement (the "Agreement") between the Issuer and the Borrower, a proposed form of which is attached hereto as Exhibit `B," and the execution and delivery of the Agreement is hereby authorized, and the assignment of certain rights of the Issuer under the Agreement by the Issuer to the Trustee is hereby authorized. The form of the Agreement is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved and made in the form of the Agreement by either of the officers of the Issuer executing the same and by the Borrower, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of any such approval. SECTION 9. To provide additional security for the payment of the Bonds, and for the payment by the Borrower of its obligations under the Agreement, the Borrower has agreed to obtain from the Bank an Irrevocable Direct Pay Letter of Credit (the "Letter of Credit") and to enter into a Letter of Credit Agreement (the "Reimbursement Agreement") with the Bank. The form of the Letter of Credit is attached hereto as Exhibit T," and is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved in such form by the Borrower, the Bank and the Chairman or as may be approved by subsequent Resolution. SECTION 10. In order to evidence the undertaking of the Underwriter to purchase the Bonds with the Purchaser, and to set forth the terms and conditions of such sale, the Underwriter, the Borrower and the Issuer will enter into the Bond Purchase Agreement, a proposed form of which is attached hereto as Exhibit "D." The terms of the Bond Purchase Agreement attached hereto are hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein and attaching of exhibits thereto as may be approved by the officers of the Issuer executing the same, the Borrower and the Underwriter, such execution to be conclusive evidence of such approval. The Chairman and Clerk of the Circuit Court or any Deputy Clerk (collectively, the "Clerk") are hereby authorized to execute the Bond Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof. 7