IDA Approved Resolution

RYLEYCARLOCK A PROFESSIONAL CORPORATION
3200 North Central Avenue, Suite 1600
GS&APPLEWHITE Phoenix, Arizona 85012-2401

Attorneys P 602.440.4800 F 602.257.9582

Offices in Arizona, Colorado and Michigan
www.rcalaw.com

William F, Wilder

Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw,com

January 12, 2022

Ms. Jessi Pederson

Assistant Director

Office of Economic Development
City of Glendale

5850 West Glendale Ave., Suite 217
Glendale, AZ 85301

Re: The Industrial Development Authority of the City of Glendale, Arizona /
Midwestern University

Dear Jessi:
Enclosed is the Resolution of the Glendale IDA, signed at the meeting yesterday.
If or to the extent you have any questions, call me on my cell phone (602-618-8485).

Yours very truly,

William F, Wilder

WFW:mm
Enclosure

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01/12/22

RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF GLENDALE, ARIZONA AUTHORIZING AND
APPROVING (A) THE ISSUANCE OF REVENUE REFUNDING BONDS IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000
WITH RESPECT TO THE FINANCING A REFUNDING TRANSACTION
TO BE UNDERTAKEN BY MIDWESTERN UNIVERSITY AND AND (B)
THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS

WHEREAS, The Industrial Development Authority of the City of Glendale, Arizona (the
“Authority”), is a nonprofit corporation organized and existing under the laws of the State of
Arizona, is designated as a political subdivision of the State of Arizona and is authorized and
empowered by the provisions of Title 35, Chapter 5, of the Arizona Revised Statutes, as amended
(the “Act”), to issue revenue bonds for the purpose of assisting in financing or refinancing the
costs of the acquisition, construction, improving and equipping of one or more “projects” as
defined in the Act; and

WHEREAS, Midwestern University (the “University”) is an Illinois not-for-profit
corporation organized primarily to provide undergraduate and graduate education in health
sciences, including osteopathic medicine, dentistry, optometry, pharmacy, veterinary medicine,
physician assistant studies, physical therapy, occupational therapy and other health science
programs; and

WHEREAS, the Authority has heretofore issued and delivered its The Industrial
Development Authority of the City of Glendale, Arizona Revenue Refunding Bonds, Midwestern
University, Series 2007 (the “Series 2007 Bonds”), in the original aggregate principal amount of
$62,830,000, the proceeds of which were used, together with certain other funds, to (i) refund the
outstanding The Industrial Development Authority of the City of Glendale, Arizona Revenue
Bonds, Midwestern University, Series 1996A (the “Series 19964 Bonds”), (ii) refund the
outstanding [linois Educational Facilities Authority Revenue Bonds, Midwestern University,
Series 1996B (the “Series 1996B Bonds”), (iii) refund a portion of the outstanding Illinois
Educational Facilities Authority Revenue Bonds, Midwestern University, Series 1998B (the
“Series 1998B Bonds”’), (iv) refund a portion of the outstanding The Industrial Development
Authority of the City of Glendale, Arizona Revenue Bonds, Midwestern University, Series 2001A
(the “Series 2001A Bonds”’), (v) refund a portion of the outstanding Illinois Development Finance
Authority Revenue Bonds, Midwestern University, Series 2001B (the “Series 2001B Bonds,” and
together with the Series 2001A Bonds, the Series 1998B Bonds, the Series 1996B Bonds and the
Series 1996A Bonds, the “Prior Bonds”’), (vi) establish a debt service reserve fund for the benefit
of the Series 2007 Bonds and (vii) pay certain costs relating to the issuance of the Series 2007
Bonds; and

WHEREAS, the proceeds of the Prior Bonds were used to finance, refinance or reimburse
the University for the costs of the acquisition, construction, improvement and equipping of certain
educational facilities of the University on its Glendale, Arizona campus (the “Glendale Campus”’)
and on its Downers Grove, Illinois campus (the “Downers Grove Campus”); and

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WHEREAS, the Series 2007 Bonds were issued under and are secured by the Bond Trust
Indenture dated as of March 1, 2007, between the Authority and The Bank of New York Mellon
Trust Company, N.A., as bond trustee; and

WHEREAS, the proceeds of the Series 2007 Bonds were loaned by the Authority to the
University for the foregoing purposes pursuant to the Loan Agreement dated as of March 1, 2007,
between the Authority and the University; and

WHEREAS, the University desires to (i) defease and currently refund all or a portion of the
outstanding Series 2007 Bonds, (ii) establish a debt service reserve fund for the benefit of the
Series 2022 Bonds (as hereinafter defined) if deemed necessary or desirable by the Authority and
the University, and (ii) pay all necessary legal, financial and related costs of issuance included in
an offering of the Series 2022 Bonds by the Authority in conjunction with the purposes stated
above, all as permitted by the Act, if deemed necessary or desirable by the Authority and the
University; and ‘

WHEREAS, pursuant to and in accordance with the provisions of the Act, the Authority is
prepared to issue and sell its The Industrial Development Authority of the City of Glendale,
Arizona Revenue Refunding Bonds, Midwestern University, Series 2022 (the “Series 2022
Bonds”), in an aggregate principal amount not to exceed THIRTY-FIVE MILLION DOLLARS
($35,000,000), as part of a financing plan to assist the University with the foregoing purposes
through one or more loans to the University; and

WHEREAS, the Authority is authorized to refinance the costs of “projects” located outside
the State of Arizona provided that the Board of Directors of the Authority (this “Board”) has
determined that the exercise of such powers will provide a benefit within the State of Arizona; and

WHEREAS, this Board believes that the University is a provider of a broad range of medical
education, training and community services that benefits the residents of the City of Glendale and
the State of Arizona, and that it is desirable to assist the University in obtaining overall beneficial
and cost effective refinancing of its “projects”; and

WHEREAS, the proceeds of the Series 2022 Bonds will be used, together with certain other
funds, to refinance certain of the costs of the acquisition, improvement, construction, renovation
and equipping of certain educational facilities owned by the University comprising “projects” as
defined in the Act; and

WHEREAS, the educational facilities being refinanced with the proceeds of the Series 2022
Bonds are owned or operated by the University and are located on land owned by the University
at (a) the University’s Glendale Campus and (b) the University’s Downers Grove Campus; and

WHEREAS, the University has informed the Authority that the refinancing the portion of the
Series 2007 Bonds related to the Downers Grove Campus will provide a benefit within the State
of Arizona because it allows such portion of the Series 2007 Bonds to be refinanced concurrently
with the refinancing of the portion of the Series 2007 Bonds related to the Glendale Campus in a
single refinancing transaction through the Authority, rather than one through the Authority and a

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second through an Illinois issuer, as well as providing certain interest rate and cost of issuance
savings to the University; and

WHEREAS, the University has also represented to the Authority that the defeasance and
current refunding of all or a portion of the Series 2007 Bonds will result in interest rate savings to
the University that will inure to the benefit the University’s students in the State of Arizona; and

WHEREAS, based upon the foregoing, this Board accordingly finds and determines that the
refinancing of the portion of the Series 2007 Bonds relating to the Downers Grove Campus will
provide a benefit within the State of Arizona and that the refinancing of the Series 2007 Bonds is
in the public interest; and

WHEREAS, there have been prepared and presented at this meeting proposed forms of the
following documents:

(a) aLoan Agreement between the University and the Authority;

(b) aBond Trust Indenture (the “Bond Indenture”) between the Authority and
The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond
Trustee’’);

(c) a Twentieth Supplemental Master Trust Indenture, supplementing the
Master Trust Indenture dated as of July 1, 1996, as heretofore supplemented and amended,
between the University and The Bank of New York Mellon Trust Company, N.A., as
master trustee (the “Master Trustee”), providing for the issuance of the Direct Note
Obligation, Series 2022 (the “Series 2022 Obligation”), of the University in a principal
amount equal to the aggregate principal amount of the Series 2022 Bonds; and

(d) an Escrow Deposit Agreement among the Authority, the University and The
Bank of New York Mellon Trust Company, N.A., as escrow agent and bond trustee,
providing for the refunding of the Series 2007 Bonds; and

WHEREAS, there has also been presented at this meeting a proposed form of a Bond
Purchase Agreement (the “Bond Purchase Agreement”), among the Authority, the University and
Piper Sandler & Co., as underwriter (the “Underwriter”); and

WHEREAS, there has also been presented to the Authority a proposed form of Preliminary
Official Statement with respect to the Series 2022 Bonds (the “Preliminary Official Statement’)
which, with any necessary or appropriate changes, will be the form of the final Official Statement
with respect to the Series 2022 Bonds (the “Official Statement”); and

WHEREAS, it will also be necessary for the Authority to enter into a Tax Exemption
Certificate and Agreement, to be dated as of the date of issuance of the Series 2022 Bonds, among
the Authority, the Bond Trustee and the University, setting forth certain federal income tax
restrictions with respect to the Series 2022 Bonds, which agreement will be in such form as
approved by counsel to the Authority; and

WHEREAS, it appears to this Board that the execution and delivery of the above-referenced
documents by the respective parties named therein to the extent called for thereby and the issuance
and sale of the Series 2022 Bonds by the Authority as contemplated by such documents and the
effect thereof will be in furtherance of the purposes of the Authority; and

WHEREAS, it appears that each of the above-referenced documents that is now before this
meeting is in appropriate form, and that each of the above-referenced documents is an appropriate
instrument to be executed and delivered by the respective parties named therein for the purposes
intended;

Now, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA, AS FOLLOWS:

1. For the purpose of providing moneys to be made available in the manner and
for the purposes described in the documents presented to the Authority, the Authority hereby
approves the creation and issuance of the Series 2022 Bonds to be sold and issued as hereinafter
provided.

2. The Series 2022 Bonds shall be issued in an aggregate principal amount of
not to exceed $35,000,000 and shall bear interest, be dated, be issued in such form and
denominations, be payable as to interest and principal on such dates, be executed in such manner
and have such other provisions, including without limitation provisions with respect to redemption
prior to maturity, as are set forth in the forms of the Bond Indenture and the Bond Purchase
Agreement now before this meeting, with such additions, deletions and modifications consistent
with this Resolution as shall be approved by the officers of the Authority executing the Bond
Indenture, their execution and delivery thereof to constitute conclusive evidence of their approval
and of this Board’s approval of such additions, deletions or modifications; provided, however, that
the Series 2022 Bonds shall (a) bear interest at a weighted average interest rate not in excess of
5% per annum, (b) mature or be subject to mandatory redemption over a period not exceeding 20
years from date of issuance and (c) be sold to the Underwriter for a purchase price not less than
98% of the aggregate principal amount thereof (without regard to any original issue discount). The
President is hereby authorized to execute such Bonds and to cause the same to be delivered as
provided in the Bond Indenture and the Bond Purchase Agreement as the same are executed and
delivered, and the Secretary is hereby authorized to attest to the signature of the President on the
Series 2022 Bonds.

3. The approval of the Council of the City of Glendale, Arizona, of the issuance
of the Series 2022 Bonds in an aggregate principal amount not exceeding the amount specified in
paragraph 2 above shall be a condition precedent to such issuance.

4. The President and Secretary are each hereby authorized and directed to
approve, execute and deliver or, in the case of those documents to which the Authority is not a
party, to approve the forms of the documents and agreements referred to above calling for such
approval, execution or delivery. Such documents the proposed forms of which are now before this
meeting shall be substantially in such respective proposed forms, and such other documents shall
be in such respective forms as are approved by counsel to the Authority, in each case with such

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additions, deletions and modifications as shall be approved by those officers executing and
delivering the same on behalf of the Authority, or approving on behalf of the Authority the forms
thereof as executed by the parties thereto, and such execution and delivery of those documents to
be executed on behalf of the Authority shall constitute conclusive evidence of their approval and
of this Board’s approval of the final respective forms of such documents.

5. In the event of the absence, unavailability or inability to act of the President
or the Secretary, any vice president or any assistant secretary, respectively, is each authorized and
empowered to take all actions, and to execute all documents and instruments and to deliver the
same, as are herein authorized to be taken or executed and delivered by the President or the
Secretary, as the case may be.

6. The Bank of New York Mellon Trust Company, N.A., is approved and
appointed as Bond Trustee under the Bond Indenture, and as registrar and as an initial paying agent
with respect to the Series 2022 Bonds. The Bond Trustee is authorized and requested to execute
and deliver the documents referred to above calling for execution and delivery thereof by the Bond
Trustee.

7. The use and distribution by the Underwriter of the Preliminary Official
Statement to prospective investors is hereby approved and authorized. The use and distribution
by the Underwriter of the Official Statement in connection with the offering and sale of the Series
2022 Bonds is hereby approved and authorized.

8. All actions of the officers, directors, and agents of the Authority which are in
conformity with the purposes and intent of this Resolution and in furtherance of the issuance and
sale of the Series 2022 Bonds and the refunding of the Series 2007 Bonds as contemplated by this
Resolution and the documents referred to herein, whether heretofore or hereafter taken, shall be
and are hereby ratified, confirmed and approved. The proper officers, directors and agents of the
Authority are hereby authorized and directed to do all such acts and things and to execute,
acknowledge and deliver all such documents on behalf of the Authority as may be deemed
necessary or desirable to carry out the terms and intent of this Resolution (including, without
limitation, any documentation necessary to facilitate the subscription for United States Treasury
Securities-State and Local Government Series in connection with the refunding of the Series 2007
Bonds, as well as certain notices, written directions and terminations) and of any of the documents
referred to herein. Any Authorized Officer, as defined in the Bond Indenture, is authorized to
execute and deliver from time to time on behalf of the Authority such documents amendatory and
supplementary to the documents referred to herein as may, in accordance with the terms of such
documents, be executed and delivered without notice to or consent of holders of the Series 2022
Bonds. To the extent the proceedings of the Authority in connection with the issuance of the Series
2022 Bonds or the provisions of any other document to be executed by the Authority in connection
with the issuance of the Series 2022 Bonds fail in any way to comply with the requirements of the
Authority’s procedural guidelines, such requirements of the Authority’s procedural guidelines are
hereby waived with respect to the issuance of the Series 2022 Bonds.

9. Nothing contained in this Resolution or any document referred to herein shall
be construed as obligating the Authority except as expressly provided herein or therein, or in any
event as creating a claim or charge upon the general credit of the Authority.

ADOPTED AND APPROVED this 11th day of January, 2022.

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF GLENDALE, ARIZONA

oy Dekel fils —_

President