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the City will issue the Bonds to pay the costs of financing the Project, including repayment to the Borrower of advances made by it in connection with the Project, with such maturities, interest rates, redemption terms, security provisions and other terms and provisions as may be determined by subsequent resolution of the City; (ii) purchase, construct and equip the Project and enter into a lease agreement with the Borrower to lease (with an option to purchase) or sell or otherwise dispose of the Project to the Borrower, pursuant to which lease agreement the Borrower will make payments sufficient to pay the principal of and interest on the Bonds as the same become due and payable; and (iii) to effect the foregoing, adopt such resolutions and authorize the execution and delivery of such security agreements and other instruments and the taking of such action as may be necessary or advisable for the authorization and issuance of the Bonds by the City and take or cause to be taken such other action as may be required to implement the aforesaid. Section 4. Conditions to Issuance. The issuance of the Bond and the execution and delivery of any documents related to financing thc Project are subject to (i) final approval by the City; (ii) approval by the Board of Directors of the Borrower; (iii) receipt by the City of an allocation from the Missouri Department of Economic Development, as described in Section 9 hereof; (iv) obtaining by the Borrower of any necessary governmental licenses, permits and approvals; and (v) agreement by the City, the Borrower and the purchasers of the Bonds upon (a) mutually acceptable terms for thc Bonds and for the sale and delivery thereof and (b) mutually acceptable terms and conditions of any documents related to the issuance of thc Bonds and Projects. Section 5. Reimbursement of Expenditures. The Borrower has made certain expenditures in connection with the purchase, construction and equipping of the Project, and expects to make additional similar expenditures after the date of this Resolution and before the issuance of the Bonds, and the City desires and intends to reimburse the Borrower, solely from the proceeds of the Bonds, for such expenditures made not earlier than 60 days before the date of this Resolution. The Borrower is only entitled to reimbursement of such expenditures if and to the extent Bonds are issued by the City. Section 6. Authorization to Proceed. The Borrower is hereby authorized to proceed with the purchase, construction and equipping of the Project, including the necessary planning and engineering for the Project and entering of contracts and purchase orders in connection therewith, and to advance such funds as may be necessary to accomplish such purposes, and, to the extent permitted by law, the City shall reimburse the Borrower for all expenditures paid or incurred therefor out of the proceeds of the Bonds. Section 7. Sale of the Bonds. The City shall sell the Bonds, but only on a firm underwriting or purchase basis, to such investment banking firm, financial institution or institutional investors and the Borrower shall obtain and the City shall approve, at such price as the Borrower and the City shall approve, such Bonds to be issued upon receipt of an unqualified approving opinion by Thompson Coburu LLP, in form and substance agreeable to the City, the Borrower and the purchaser or purchasers of such Bonds. The sale of the Bonds shall be thc responsibility of the Borrower. Section 8. Public Hearing and Approval. The Mayor of the City is hereby authorized to conduct a public hearing with respect to the issuance of the Bonds to finance the Project and to cause notice of such hearing to be published in accordance with the requirements of Section 147(0 of the Internal Revenue Code of 1986, as amended. The obligation of the City to proceed with the final issuance of the Bonds shall be subject to receipt of public approval for such issuance as required under said Section 147(0. 2162319 - 2 -