Financial- COPS (Official Statement/Drafts)

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: (3) negotiate the terms of the sale of the 1998 Certificates to the Underwriters' Representative, which terms shall be set forth in a Certificate Purchase Agreement to be entered into among the County, the Trustee and the Underwriters' Representative (the "Cerfificate Purchase Agreement"), and to execute and deliver, for and on behalf of the County, such Certificate Purchase Agreement; (4) upon the sale of the 1998 Certificates to the Underwriters' Representative, cause to be prepared a final official statement describing and setting forth such information concerning the County, the Project and the 1998 Certificates as may be necessary or appropriate to disclose all material information which a prospective investor would need to make an informed decision with respect to an investment in the 1998 Certificates; (5) if the Coordinator determines that it is in the best interests of the County: (A) acquire a letter of credit, a municipal bond insurance policy, a surety bond, standby bond purchase agreement or other credit enhancement device to provide credit enhancement for all or any portion of the 1998 Certificates (herein called a "Credit Facility"); (B) negotiate such terms and conditions relating to such Credit Facility as the Coordinator deems appropriate and in the best interests of the County; and (C) execute and delivery all documents and agreements necessary or appropriate to obtain such Credit Facility, and use proceeds of the 1998 Certificates or other lawfully available moneys to pay any premium or other fees and expenses required to obtain such Credit Facility; and (6) execute and deliver, for and on behalf of the County, the Agreement, the Certificate Purchase Agreement, the Site Mortgage and the Condominium Mortgage in substantially the forms now on file with the County Clerk in connection with the adoption of this Resolution, but with such changes, deletions and additions thereto as the Coordinator determines are necessary or appropriate and not inconsistent with the terms and conditions of this Resolution and applicable law; The authority of the Coordinator to determine the terms of the 1998 Certificates as provided above shall be exercised by setting forth such terms as so determined and established in the Certificate Purchase Agreement and the Agreement and, to the extent so required under ~ applicable law, shall constitute the completion of the determination of such matters by the County as a public body. SECTION 4. FURTHERAUTHORITY. The Coordinator is hereby authorized and directed to take such action, expend .such funds and execute and delivery such other ~documents, certificates and RESOLUTION AUTHORIZING FINANCING PAGE 4