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10 <br />or the Assistant Secretary,is hereby authorized and directed to <br />attest, the Placement Agreement and the Purchase Contract <br />substantially in such forms with such necessary and appropriate <br />variations, omissions and insertions as may be approved by the <br />Chairman or vice-Chairman. All of the provisions of the <br />Placement Agreement and the Purchase Contract shall be deemed to <br />be apart of this Resolution as fully and to the same extent as <br />if incorporated verbatim and shall be in full force and effect <br />from the date of delivery thereof. <br />Section 8. The Tender Agency Agreement, the Pledge <br />Agreement, the Letter of Credit and Reimbursement Agreement, the <br />Letter of Credit, the Deed of Trust and Security Agreement, the <br />Security Agreement in the forms submitted to this meeting are <br />hereby approved. The section entitled "The Issuer" of the form <br />of Private Placement Memorandum describing the Authority is <br />hereby approved in the form submitted to this meeting. <br />Section 9. The Bonds shall be issued, executed and <br />delivered in accordance with the terms and conditions of the <br />Trust Indenture and this Resolution. The Bonds shall bear the <br />manual or facsimile signature of the Chairman or the Vice- - <br />Chairman and the seal of the Authority shall be affixed, <br />imprinted, lithographed or reproduced thereon, with attestation <br />by the manual or facsimile signature of the Secretary or <br />Assistant Secretary. The Bonds shall bear interest at a variable <br />rate per annum (subject to adjustment, limitations, conversion <br />and reconversion to a floating rate, a variable rate and a fixed <br />rate under the conditions described in the Trust Indenture) <br />determined as set forth in the Trust Indenture. The initial rate <br />shall be that rate generally determined by the Local Government <br />Commission of North Carolina and approved by the Chairman or <br />Vice - Chairman. <br />Section 10. The Bonds shall be delivered to First union <br />National Bank of North Carolina (the "Placement Agent ") subject <br />to and in accordance with the Trust Indenture and upon payment to <br />the Trustee of the purchase price therefor in an amount equal to <br />the aggregate principal amount of the Bonds and the proceeds of <br />sale of the Bonds shall be deposited by the Trustee to the <br />account of the Authority in the Project Fund created by the Trust <br />Indenture. <br />Section 11. The Authority hereby elects to have the <br />provisions of Section 144(a)(4) of the Internal Revenue Code of <br />1986, , as amended (the "Code "), and any successor therefor, apply <br />to the Bonds if they are issued in a principal amount greater <br />than $1,000,000. The Chairman, Vice - Chairman, Secretary or <br />Assistant Secretary is hereby authorized and directed to execute <br />and cause to be maintained in the records of the Authority or <br />filed with the internal Revenue Service on behalf of the <br />Authority if required (a) an election to have the provisions of <br />Section 144(a)(4) of the Code apply to the Bonds and (b) an <br />�i <br />