1. MIDA Bond Oak Grove Lutheran School

furnished shall constitute recitals of the Issuer as to the correctness of all statements contained therein. 4.3. AUTHORIZATION 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 exeeute 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 eonnection with the issuance of the Bonds. In the event of the absence or any disability of any of the Issuer Officers such offieers of the Issuer as, in the opinion of the Issuer attorney, may act in their behalf, shall without further act or authorization of the 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 offieer or officers of the Issuer herein authorized shall be conclusive evidenee 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 aceeptable 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 eonstrued 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 evidenee of the approval of such instruments in accordance with the terms hereof. In the absence of the Chair of the Board of County Commissioners or County Auditor, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the Issuer authorized to act in their place and stead. 4.5. OUALlFIED TAX-EXEMPT OBLIGATIONS. The Issuer hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of paragraph (3) ofSeetion 265(b) of the Code. The Issuer covenants that the Bonds do not constitute private activity bonds as defined in Section 141 of the Code, and that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under Section 103(a) of the Code) from gross income for federal income taxes (excluding, however, private activity bonds, as defined in Section 141 of the Code, other than qualified 501(c)(3) bonds as defined in Section 145 of the Code), including the Bonds, have been or shall be issued by the Issuer, including all subordinate entities of the Issuer, during the calendar year 2006. -7-