Res 1982-018 - Laserfiche WebLink

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~. The sale and delivery of the Bonds by the Corporation to The ."rericaD Nat:ior.al Bank of Austin (the "Purchaser"), at the par value thereof plus accrued interest from the date of the Bonds until the d2.te of delivery and payrnent for the Bonds (the lIClcsing Date"), is hereby authorized and approved. :,. The actions and obligc.tions authorized in Paragraphs 1 through 5 of this resolution shall be subject to and conditioned upon the receipt by the Corporation, at the Closing Date, of (i) an invest- ment letter, duly authorized and executed by the Purchaser, substan- tially in the form of the Investment Letter, dated the Closing Date (the "Investment Letter"), \vhich \Vas presented to the Board, the form, terms ar.d provisions of such Investment Letter being hereby authorized and approved; (ii) a certificate from a representative of the Texas Industrial Cormnission (the "Commission"), acting on behalf of the Commission, evidencing final approval of the Loan Agreement; (iii) the purchase price for the Bonds; and (iv) such opinions, evidences, certificates, instruments or other documents as shall be requested by the Corporation's Counselor by Bond Counsel, to evidence due perfor- mance or satisfaction by the User at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it. 7. The officers, employees and agents of the Corporation, and each of them, shall be and each is expressly authorized, empowered and directed from time to time and at any time to do and perform all acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all certifi- cates, financing statements, instruments and other papers, whether or not herein mentioned, as they may determine to be necessary or desirable in order to carry out the terms and provisions of this resolution and of the Bonds to be issued hereunder, as well as the terms and provisions of the Indenture, the flortgage, the Assignment, the Guarantee Agreement and the Loan Agreement hereby authorized and approved, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing statement, instrument or other paper. 8. The officers of the Corporation (with the assistance of the User) shall prepare a final transcript of the proceedings relating to the authorization, issuance, sale and delivery of the Bonds, which transcript shall be submitted to the Commission within sixty (60) days after the Closing Date. -4-