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40 <br />attached hereto as Exhibit "B", with such changes, insertions, <br />omissions, alterations and corrections as may be necessary or <br />desirable and are approved by the Chairman of the Issuer, such <br />necessity or desirability, and approval to be conclusively <br />presumed by his execution thereof, is hereby approved by the <br />Issuer, and the Issuer hereby authorizes and directs its <br />Chairman to execute, and its Clerk to attest under the seal of <br />the Issuer, the Loan Agreement and to deliver to the Borrower <br />the Loan Agreement, all of the provisions of which, when <br />executed and delivered by the Issuer as authorized herein and <br />by the Borrower duly authorized, shall be deemed to be a part <br />of this resolution as fully and to the same extent as if <br />incorporated verbatim herein. <br />Section 8. APPROVAL OF AND AUTHORIZATION TO <br />DISTRIBUTE THE OFFICIAL STATEMENT. The Preliminary Official <br />Statement, in substantially the form attached hereto as Exhibit <br />"C", with such changes, insertions, omissions, alterations and <br />corrections as may be required by applicable securities law or <br />as may be necessary or desirable and are approved by the <br />Chairman of the Issuer, is hereby approved by the Issuer. <br />Alex. Brown & Sons Incorporated (the "Underwriter") is hereby <br />authorized by the Issuer to make public and distribute the <br />Preliminary Official Statement in connection with the sale and <br />public re -offering of the Bonds. The Chairman of the Issuer is <br />hereby authorized to complete the Preliminary official <br />Statement by inserting the Initial Interest Rate and the <br />Initial Interest Period which will be determined in accordance <br />with the Indenture. The Preliminary Official Statement, as so <br />completed, is referred to herein as the "Official Statement." <br />The Official Statement, in substantially the form of the <br />Preliminary Official Statement attached hereto as Exhibit "C", <br />completed as described above, with such changes, insertions, <br />omissions, alterations and corrections as may be required by <br />applicable securities law or as may be necessary or desirable <br />and are approved by the Chairman of the Issuer, such necessity <br />or desirability and approval to be conclusively presumed by his <br />execution thereof, is hereby approved by the Issuer and the <br />Issuer hereby authorizes its Chairman to execute and deliver <br />the Official Statement to the Underwriter. The Underwriter is <br />hereby authorized by the Issuer to make Public and distribute <br />the Official Statement in connection with the public <br />re -offering of the Bonds. <br />Section 9. NEGOTIATED SALE NECESSARY. It is hereby <br />found, ascertained, determined and declared by the Issuer that <br />a negotiated sale of the Bonds is in the best interest of the <br />Issuer and the Borrower and is found to be necessary on the <br />basis of the following reasons as to which specific findings <br />are hereby made: <br />(1) Industrial development revenue refunding bonds of <br />a nature similar to the Bonds are traditionally sold on a <br />-6- <br />