7A Request from Presbyterian Homes for Conduit Financing

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2.10 Issuance of a New Nate. Subject to ihe provisions of Section 2.9, the City shall, at the request and expense of the Lender, issue a new note, in aggr�gate outstanding principal amount equal to that of the Note surrendered, and of like ienar e�cept as to number, p�.ncipal amount, and the amount ot'tl�e semia.nnual installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender. SECTION 3. MISCELLANEOUS. 3.1 Severabilitv. If any pravision of this Resolution shali be held or deemed to be or sha11, in fact, be inoperative or unent'orceable as appIied in any particular case in any jurisdiction or jurisd�ctions or in all jurisdictions or in alI cases because it conflicts with any provisions of any constit�xtion or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative oz- unenfarceable in any other case ar circuznstance, or of rendering any other provision or provisions herein containe� invalid, inaperaiive, ar unenfarceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolutian or any part thereof. 3.2 Authentication af„Transcrit�t. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all docurnents referred to herein, and affidavits or certificates as to all other matters which axe reasonably necessary to evidence the validity of the Noie. Al� s�ch certified capies, certificates an.d affidavits, ancluding any heretoforc furnished, shall canstitute recitals af the City as to the correctness of all statements coniained therein. 3.3 Author�zation io Execute Agreeznents. The forms of f1�e propose� Loan Agreement and the Pledge Agreement are hereby approved in substantially the form heretofore pxesented to the City Council, together with such additional details therein as zxzay be nEcessary and appropriate and such modifications tY�ereo% deIetions therefrom and additions thereto as xnay be necessary and appropriate and approved by Bond Counsel prior to the execution of the docurnents. The Mayor and Administrator of the City are authorized to execute the Loan Agreerneni and the Pledge Agreement and such otl�er documents as Bond Cotu�.se1 consider� appropriaie in co�ectian with the issuance of the Note, in the name of and on behalf of the City. �n. the event af the absence or disabi�ity of the Mayor ar the Administratar such officers of the City as, in the opinion of the City Attorney, may aci on their behalf, shall wi#hout furthez act ar authorizatian of the City Council do all things and execute aIl instruments and documents required to be done or executed by such absent or disabled officers. The execution of any insinunent by the appropriate off cer or off cers of the City herein authorized shall be conclusive evidence of the approval of s�ch documents in accardance with the terms hereof. 3.4 A roval. �n anticipation of the approval of ihe Project by the State of Minn�sota, Departrr�ent of Employment and Economic Development anc� all other necessary entities and ihe issuance of the Note to finance all or a portion af the Project, and in order that corripletion of the Project will not be unduly delayed when appraved, the Borrower is hereby authorized to make such expenditures and advances toward payment of that partion of the costs of'the Project to be financed frorn �he proceeds of the Note as the Borrawer cansiders nEcessary, 2210974v2 ']