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Resolution No. 94-146 Page 3 Issuer, tu execute and deliver the Indenture, and the City Clerk is hereby authorized and directed, for and in the name and on behalf of the Issuer, to attest the Designated Of~cer's signature to the Indenture, in said form, tugether with such additions thereto or changes therein as are recommended or approved by the Finance Director upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 8 hereof; provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $15,000,000, result in an initial stated interest rate on the Bonds in excess of 8.5% per annum or result in a porchasor's discount or fee (excluding any original issue discount) in excess of 3.0% of the aggregate principal amount of the Bonds. The approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the Indenture. The date, maturity dates, aggregate principal amount, annual maturity amounts, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. Section 5: The Loan Agreement with respect to the Bonds among the Trustee, the Issuer and the Borrower (the "Loan Agreement"), in the form presented to this meeting, is hereby approved. The Designated Officers of the Issuedr are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Issuer, to execute and deliver the Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Finance Director upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 8 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the Loan Agreement. The Regulatury Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") among the Issuer, the Trustco and the Borrower, in the form presented to this meeting, is hereby approved. The Designated Officers of the Issuer are, and each of them acting along is, hereby authorized and directed for and in the name of and on behalf of the Issuer, to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Finance Director upon consultation with bond counsel to the Isseer, including such additions or changes as are necessary or advisable in accordance with Section 8 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the Issuer of the Regulatory Agreement.