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premium, if any, and interest on the Bonds, pro rata and without preference of any one of the Bonds over any other thereof, the Indenture, in substantially the form attached hereto as Exhibit A, with such changes, insertions and corrections as may be approved by the Chairman, such approval to be presumed by his execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs the Chairman and Clerk to execute and attest under the official seal of the Issuer, the Indenture, and to deliver to the Trustee the Indenture, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Trustee duly authorized, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein. The Issuer does hereby provide in the Indenture the terms,. conditions, covenants, rights, obligations, duties and agreements to and for the benefit of the holders of the Bonds, the Issuer, the Borrower and the Trustee. SECTION 9. APPROVAL OF GUARANTY AGREEMENT. The Guaranty Agreement, in substantially the form attached hereto as Exhibit C, with such changes, insertions and corrections as may be approved by the Chairman, such approval to be presumed by his execution thereof, to be dated as of even date with the Indenture and Loan Agreement, is hereby approved, and the Issuer hereby authorizes and directs the Chairman and Clerk to execute and attest under the official seal of the Issuer, the Guaranty Agreement. SECTION 10. SALE OF BONDS. The Bonds may be sold at negotiated sale, all at one time or in installments from time to time, for such price or prices and upon such other terms and conditions, consistent with the Act, as the Issuer may determine in its discretion. SECTION 11. NO PERSONAL LIABILITY. No covenant, stipu- lation, obligation or agreement herein contained or contained in the Loan Agreement, Indenture or Guaranty Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Issuer or its governing body in his individual capacity, and neither the members of the Board of County Commissioners of the Issuer nor any officer of the Issuer executing the same shall be liable personally thereon or on the Bonds or be subject to any personal liability or accoun- tability by reason of the issuance of the Bonds. SECTION 12. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement, Indenture or Guaranty Agreement otherwise. expressly provided, nothing in this resolution or in -5- OCT 19 198355 PA1125