Res 1999-030 - Laserfiche WebLink

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SECTION 11. The President, any Vice President, and the Secretary or any Assistant Secretary are hereby authorized to execute and deliver to the Trustee the written request of the Issuer for the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. SECTION 12. All action (not inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the financing of the Project and the issuance of the Bonds shall be and the same hereby is ratified, approved, and confirmed. SECTION 13. The officers of the Issuer shall take all action in conformity with the Act necessary or reasonably required to effectuate the issuance of the Bonds and take all action necessary for carrying out, giving effect to, and consummating the transactions contemplated by the Bonds and this Resolution, including without limitation, the execution and delivery of any closing documents in connection with the issuance of the Bonds. SECTION 14. The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as they deem advisable, which approval shall be evidenced by their execution of such documents. SECTION 15. After any of the Bonds are issued, this Resolution shall be and remain in effect until the Bonds and interest thereon shall have been fully paid or provisions for payment shall have been made pursuant to the Indenture. SECTION 16. Ifany section, paragraph, clause, or provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds is held to be in violation oflaw as applied to any person or in any circumstance, such obligation shall be deemed to be the obligation of the Issuer to the fullest extent permitted by law. SECTION 17. No stipulation, obligation, or agreement herein contained or contained in the Indenture, the Bonds, the Loan Agreement, the Note, the POS, the Final Private Placement Memorandum, the Placement Agreement, or any other instrument related to the issuance of the Bonds shall be deemed to be a stipulation, obligation, or agreement of any officer, director, agent or employee of the Issuer in his or her individual capacity, and no such officer, director, agent or employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof SECTION 18. The Issuer hereby consents to the payment by the Borrower of all fees required by the Texas Attorney General, Texas Department of Economic Development and the Texas Bond Review Board as a condition precedent to the issuance of the Bonds. The Borrower has also acknowledged that it is responsible for. paying all of the fees relating to the issuance of the Bonds including, but not limited to. the. fees and expenses of the Issuer, the Issuer's legal counsel, and the Issuer's financial advisors. 543516.1 -5-