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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE <br /> INDUSTRIAL DEVELOPMENT CORPORATION OF THE CITY OF EVERETT, as follows: <br /> Section 1. Findings of the Development Corporation. The Board hereby finds as follows: <br /> (a) Financing the Project as described more fully in Resolution No. 9, the <br /> issuance and sale of the Bonds, the execution and delivery of the Loan Agreement, the Indenture, <br /> the Placement Agent Agreement and the Indemnification and Compensation Agreement, and the <br /> performance of all covenants and agreements of the Development Corporation contained in the <br /> Loan Agreement, the Indenture, the Placement Agent Agreement and the Indemnification and <br /> Compensation Agreement and all other acts and things required under the Constitution and laws <br /> of the State of Washington to make the Loan Agreement, the Indenture, the Placement Agent <br /> Agreement, the Indemnification and Compensation Agreement and the Bonds valid and binding, <br /> limited obligations of the Development Corporation enforceable against the Development <br /> Corporation in accordance with their terms, respectively, are authorized by the Act; <br /> (b) The issuance and sale of the Bonds and the loan of the Bond proceeds by <br /> the Development Corporation to the Company to finance the Project are in conformity with and <br /> satisfy the guidelines of the Development Corporation with respect to the issuance of nonrecourse <br /> revenue bonds under the Act; <br /> (c) The Development Corporation hereby elects to have the provisions of <br /> Section 144(a)(4)(A) of the Internal Revenue Code of 1986 apply with respect to the Bonds, in <br /> order that the Bonds be issued as a qualified exempt small issue in excess of$1,000,000; and <br /> (d) In reliance upon delivery of an approving legal opinion from Bond Counsel, <br /> Preston Gates & Ellis, the Board hereby finds and determines that the interest on the Bonds will <br /> be exempt from income taxation by the federal government, subject to certain customary <br /> exceptions. <br /> Section 2. Authorization and Approval. The Development Corporation is hereby <br /> authorized to lend the proceeds of the Bonds to the Company to finance the Project and to pledge <br /> and assign the loan repayments and revenues therefrom and its interest in the Loan Agreement to <br /> -3- CM W 297.DOC 96/08/12 <br />