2. MIDA Bond/NDSU - Laserfiche WebLink

jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Bond Resolution contained shall not affect the remaining portions of this Bond Resolution or any part thereof. 4.2. AUTHENncA TION OFTRANSCRIPT. The officers ofthe Issuer are directed to furnish to Bond Counsel certified copies of this Bond Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Bonds. All such certified copies, certificates and affidavits, including any heretofore furnished shall constitute recitals of the Issuer as to the correctness of all statements contained therein. 4.3. AUTHORIZA nON TO EXECUTE AGREEMENTS. The forms of the proposed Loan Agreement and the Pledge Agreement are hereby approved in the form heretofore presented to the County Commission together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel prior to the execution of the documents, and the Chair of the Board of County Commissioners and County Auditor of the Issuer (collectively, the "Issuer Officers"), are authorized to execute the Loan Agreement and the Pledge Agreement in the name of and on behalf of the Issuer and such other documents as Bond Counsel consider appropriate in connection with the issuance of the Bonds. In the event of the absence or any disability of any of the Issuer Officers such officers of the Issuer as, in the opinion of the Issuer attorney, may act in their behalf, shall without further act or authorization ofthe County Commission do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument (including the Bonds) by the appropriate officer or officers ofthe Issuer herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 4.4. FUTURE AMENDMENTS. The authority to approve, execute and deliver, on behalf of the Issuer, future amendments to financing documents entered into by the Issuer in connection with the issuance of the Bonds is hereby delegated to the Chair of the Board of County Commissioners and County Auditor, subject to the following conditions: (a) such amendments do not materially adversely affect the interests of the Issuer as the issuer of the Bonds; (b) such amendments do not contravene or violate any policy of the Issuer; (c) such amendments are acceptable in form and substance to the Issuer Attorney or other counsel retained by the Issuer to review such amendments; and (d) the Issuer has received an opinion of bond counsel to the effect that the amendments will not adversely affect the tax-exempt character of interest on the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Bond Resolution. The execution of any instrument by the Chair of the Board of County Commissioners or County Auditor, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Chair of the Board of County -6-