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Development Corporation contained in the Loan Agreement, the Indenture, the Placement Agent <br /> Agreement, the Agency Agreement and the Indemnification and Compensation Agreement and all <br /> other acts and things required under the Constitution and laws of the State of Washington to <br /> make the Loan Agreement, the Indenture, the Placement Agent Agreement, the Agency <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 /> the Trustee hereinafter appointed, all as provided in the Loan Agreement and the Indenture. The <br /> forms of the Loan Agreement, the Indenture, the Placement Agent Agreement, the Agency <br /> Agreement, the Bonds and the Indemnification and Compensation Agreement are approved <br /> subject to such modifications as are deemed appropriate and approved by the President of the <br /> Board of Directors and counsel for the Development Corporation, which approval shall be <br /> conclusively evidenced by execution and delivery of the Loan Agreement, the Indenture, the <br /> -3- CMW 1 GQ.DOC 95/05/08 <br />