7A, Presbyterian Homes Conduit Debt

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Assi�unent of Mortgage, the TIF Assignment, and the o�her documents referred to above, and this resolution. 18. If for any reason the Mayor is unable ta execute and deliver those documents referred to in this resolution, any other member of tha City Council, or any officer of the City duly delegated to act on behalf of the Mayor, r�ay execute and deliver such documents with the same force and effect as if such documents were executed by th.e Mayor. If for any reason the City Adnninistraiar is unable to execute and deliver th� documents referred ta in this resol�tion, such documents may be executed and delivered by any member of the City Council or any officer of the City duly deiegated to act on behalf of the City Administrator, with the sam.e forc� and effect as if such documents were exec�ted and delivered by the City Administrator. 19. The Borrawer has agreed and it is hereby detetmined that any and aIl costs incurred by the City in connection w�th the �nancing of the Project will be paid by the Bprrower. It is understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages, costs, and expenses (incIuding attorney's fees and expenses incurred by tha City) arising with respect to the Project or the Notes, as provided for and agreed to by and be�veen the Borrower and th� City in the Series 201 lA Loan Agreement and the Series 2012A Loan Agreement. 20. On any date subsequent to the date of issuance of the Notes, the Mayor and the City Adrninistrator are hereby autharized to execute and deliver any amendments or supplem�nts ta any of the documents referred to in this resolution if, after review by band counsel, the Mayar and the City Administrator determine that the execution and deIivery of any such amencimen# or supplement is in the interests of the City. The Mayor and tha City Administrator may impase any tertns or conditions on their execution and delivery of any such amendment or supplement as the Mayor and the City Administrator deem appropriate. 21. The City hereby determines that the reasonably anticipated amount of t�-exempt abligations which will be issued by the City during calendar year 2011 does not exceed $10,004,000. For purposes oF the preceding sentence, the term "tax-exempt obligation" does not include the tax-exempt obIigations described in Sectio� 2b5{b}{3)(C}{ii) of the Internal Revenue Code of 1986, as amended {the "Code"). The Series 2011A Note is hereby designated as a"qualiiied tax-exe�npt obligation" by the City for the purposes of Section 265(b)(3) of the Code for calendar year 2011. 22. The City hereby determines that the reasonably anticipated amo�nt of tax-exempt obligations wnich will be issued by the City during calendar year 2012 does not exceed $10,000,000. For purposes ai the preceding sentence, the term "tax-exempt obIigation" daes nat include the tax-exempf obligations described in Section 265(b}(3){C}(ii) of the Code. The Series 2012A Note is hereby desigt�ated as a"qualified tax-exempt obIigation" by flie City for the purposes of Section 265(b)(3) of the Code for calendar year 2012. In the event that Bond Counsel dete:rtn�ines that it is necessary that the City confirrn in calendax year 2012 that the reasonabty anticipated amount of taX-exempt obligations which will be issued by the City during caIendar year 2012 does not exceed $10,000,000, the Mayar and the City Administrator are hereby delegated tk�e authority to make such detern�ination and confirm such facts. 23. Pursuant to the provisions of Mi�nesota Statutes, Section 471.G56, as amended, and pursuant to applicable provisions of Section I47(� of the Internal Revenue Code of 1986, as amended, a�d of Treasury Regulations, Section 5£103-2, the Ciiy hereby consents to the issuance of the Additional Notes by the Seco�d Issuer, the appiication of the proceeds derived fram the sale of the Addi�ional Notes to the Additional Loans, anc� the applicatioza of the proceeds of the Additianal Loans to the f nancing of the Froject. bl