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RESOLUTION APPROVING THE ISSUANCE OF A 501(C)(3) FACILITIES REVENUE NOTE (ONE ROOF PROJECT), SERIES 2026, AND RELATED DOCUMENTS AND ACTIONS THEREFOR
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BE IT RESOLVED, by the Board of Commissioners of the Duluth Economic Development Authority, as follows:
Section 1. Definitions. The terms used in this Resolution (1) have the meanings assigned below or, (2) if not defined herein, the meanings assigned to them in the Loan Agreement, unless the context, use, or the rules of grammar indicate another or differing meaning or intent:
a. Acts: the Municipal Industrial Development Act.
b. Assignment Agreement: the Assignment Agreement to be entered into between the Issuer, the Borrower, and the Lender.
c. Authorized Officers: the President and Secretary of DEDA, or the deputy or acting designee of either of them, or any other person authorized under Section 8 of this Resolution entitled "Absent or Disabled Officers".
d. Board: the Board of Commissioners of DEDA, DEDA's governing body.
e. Bond Counsel: the law firm of Fryberger, Buchanan, Smith & Frederick, P.A.
f. Borrower: One Roof HQ LLC, a Minnesota limited liability company, of which One Roof is the sole member of.
g. Borrower Documents: the Loan Agreement, the Assignment Agreement, and any other document or agreement executed by the Borrower related to the Loan or the Obligations.
h. City: the City of Duluth, Minnesota.
i. Code: the Internal Revenue Code of 1986, as amended.
j. Compliance Policy: the Issuer's Pre- and Post-Issuance Compliance Policy and Procedures, previously adopted by the Governing Body.
k. DEDA: the Duluth Economic Development Authority.
l. DEED: the Minnesota Department of Employment and Economic Development.
m. DEED Application: DEED's Application for Approval of Local Bond Financing - Pursuant to Minnesota Statutes, Sections 469.152 through 469.1655.
n. Documents: the Borrower Documents and the Issuer Documents and any other documents required for the issuance of the Obligatio...
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