R ESOLUTION 25-01 Page Four the purchase of the 2025 Bonds (a “ Bond Purchase Agreement ”), in accordance with the limitations set forth in this Resolution. (e) The Executive Director and the Chief Financial Officer shall each provide a report of the results of any sale of the 2025 Bonds at the first meeting of the MDTA Board occurring after such sale of the 2025 Bonds. Section 4 . The Executive Director is hereby authorized to engage, as appropriate, the services of a trustee, a registrar, a paying agent, an escrow agent, a verification agent, an underwriter, a feasibility consultant, engineers, accountants, printers and such other service providers as the Executive Director deems appropriate from time to time with respect to the 2025 Bonds and the Refunded Bonds. Section 5 . The MDTA hereby authorizes the Executive Director, Chief Financial Officer and other staff of the MDTA, with the assistance of its bond counsel and its financial advisors, to prepare a preliminary official statement, a final official statement, a private placement memorandum or any other form of offering document (each referred to herein as, an “ Official Statement ”) for the sale of the 2025 Bonds and to distribute each Official Statement to the entities that they shall deem appropriate. Section 6 . Subject to the terms set forth in this Resolution, the MDTA hereby authorizes its Executive Director, with the assistance of other officers of the MDTA, counsel to the MDTA, its bond counsel, financial advisors, and staff, to prepare (i) one or more supplements to the Master Trust Agreement (each, a “ Supplemental Trust Agreement ”), (ii) one or more bond certificates for the 2025 Bonds (each, a “ Bond Certificate ”), (iii) an escrow deposit agreement or an escrow letter (the “ Escrow Deposit Agreement ”), if required, (iv) one or more continuing disclosure agreements (each, a “ Continuing Disclosure Agreement ”) to assist the underwriters of the 2025 Bonds in complying with the requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, (v) a bond payment insurance policy (a “ Municipal Bond Policy ”), if deemed appropriate, and (vi) a municipal bond debt service reserve insurance policy (a “ Reserve Fund Policy ”), if deemed appropriate in place of a funded debt service reserve, as the same may be amended from time to time. Section 7. The Chairman of the MDTA (the “ Chairman ”) and the Executive Director are hereby authorized to execute and deliver on behalf of the MDTA each Bond Certificate by their manual or facsimile signatures. The Executive Director is hereby authorized to cause an original or facsimile of the official seal of the MDTA to be imprinted on each Bond Certificate. Section 8 . The MDTA hereby authorizes the Chairman and the Executive Director, or either of them, to execute and deliver on behalf of the MDTA, as appropriate, an Official Statement, a Supplemental Trust Agreement, a Bond Purchase Agreement, an Escrow Deposit Agreement, a Continuing Disclosure Agreement, a Municipal Bond Policy, a Reserve Fund Policy and such other documents, certificates and agreements deemed appropriate by the Chairman or the Executive Director (collectively, together with the Bond Certificates, the “ Bond Documents ”). The execution and delivery by them of the Bond Documents shall be conclusive evidence of their final approval.
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