Res 1980-053 - Laserfiche WebLink

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I I I . , (a) To adopt d bond resolution or bond resolutions when requested by th~ Comoany, authorizing the issuance of revenlJ.~ bonds (the "t),Jnds II) in one or more series in an aggregate principal amount necessary to finance and pay the cost of acquisition, construction and improvement of the Project (but in no event to exceed $10,000,000) and the cost of issuance, subject to (i) the requirements of the Act, (ii) the execution of the appropriate agreements or contracts as described in Section l(b) below, and (iii) the sale of the Bonds unJer terms and conditions satisfactory to the Corpora- tion and the Company. (b) Prior to the issuance of the Bonds, when requested by the Company, to enter into such loan agreement, install- ment sale agreement, lease, or any other contracts or agree- ments between the Corporation and the Company as are mutually acceptable in all respects to the Corporation and the Company provided that under any such agreement the Company shall be obligated to make payments to the Corporation or to a corpo- rate trustee, on behalf of the Corporation (and its Bondholde in such sums as are necessary to pay the principal of, inter- est on and redemption premiums, if any, together with paying agents' and trustee's fees on the Bonds, as and when the sam~ shall become due and payable, and such paymert: s also to be sufficient to defray the Corporation's administrative, over- head, and other expenses and costs with respect to the Bonds and the Projects. (c) To take, or cause to be taken, such other actior.. and to execute such additional contracts and agreements, wh~0 requested by the Company, as may be required in accordance with the Act and this Resolution to cause the issuance of the Bonds; and it is understood that the Company will fully indm nify and hold the Corporation harmless from any and all damag losses and expenses, including attorneys' fees, arising at ar. time from or with respect to the Bonds and the Project. SECTION 2: That the President and Secretary of the Board of Directors are hereby authorized and directed to execute the Memo- rQnd~~ of Agreemenc, attached hereto as Exhibit A and incorporated herein by reference for all purposes, which Memorandum of Agreement upon execution by the Company, shall, together with this Resolutior constitute a commitment by the Corporation to finance the costs of acquiring, constructing and improving the Project by the issuance ( revenue bonds. SECTION 3: That this Resolution, together with the MemorandL of Agreement herein approved and authorized to be executed shall constitute the tal'Lng of affirmative official action by the Corpori.l tion toward the issuance of the Bonds, and that such action is, an~ is intended to be, similar to the adoption of a bond resolution, within the meaning of Section 1.103(8)(a)(5) of the regulations of the Internal Revende Service adopted pursuant to Section l03(b) of the Internal Revenue Code of 1954, as amended.