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manual or facsimile signatures of the Mayor and the City Administrator and the delivery of the Notes by
<br /> the City shall be conclusive evidence of such determination.
<br /> 2.03. The Notes shall be special limited obligations of the City the proceeds of which shall be
<br /> disbursed pursuant to the terms of the Loan Agreement, and the principal, premium, and interest on the
<br /> Notes shall be payable solely from the proceeds of the Notes, the revenues derived from the Borrower
<br /> pursuant to the terms of the Loan Agreement, and other security pledged by the Borrower to the
<br /> Purchasers.
<br /> Section 3. Note Documents.
<br /> 3.01. The Mayor and City Administrator are hereby authorized and directed to execute and
<br /> deliver the Loan Agreement and the Assignment. All of the provisions of the Loan Agreement and the
<br /> Assignment, when executed and delivered as authorized herein, shall be deemed to be a part of this
<br /> resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and
<br /> effect from the date of execution and delivery thereof. The Loan Agreement and the Assignment shall be
<br /> substantially in the forms on file with the City which are hereby approved, with such omissions and
<br /> insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator,
<br /> in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator
<br /> shall be conclusive evidence of such determination.
<br /> 3.02. The Notes shall be revenue obligations of the City the proceeds of which shall be
<br /> disbursed pursuant to the terms of the Loan Agreement, and the principal, premium, and interest on the
<br /> Notes shall be payable solely from the proceeds of the Notes, the revenues derived from the Loan
<br /> Agreement, and other security pledged by the Borrower to the Purchasers.
<br /> 3.03. The City Administrator is hereby appointed as the initial paying agent, bond registrar,
<br /> and tender agent with respect to the Notes.
<br /> Section 4. Closing,Documents.
<br /> 4.01. The Mayor and City Administrator are hereby authorized to execute and deliver, on
<br /> behalf of the City, such other documents as are necessary or appropriate in connection with the issuance,
<br /> sale, and delivery of the Notes, including one or more certificates of the City, an endorsement of the City
<br /> to a tax certificate of the Borrower, the Information Return for Tax-Exempt Private Activity Bond Issues,
<br /> Form 8038, and all other documents and certificates as shall be necessary and appropriate in connection
<br /> with the issuance, sale, and delivery of the Notes. The City hereby approves the execution and delivery
<br /> by the Borrower of a Tax Exemption Agreement, dated on or after April 1, 2010 (the "Tax Exemption
<br /> Agreement"), between the Borrower and the Purchasers, and all other instruments, certificates, and
<br /> documents prepared in conjunction with the issuance of the Notes that require execution by the Borrower.
<br /> The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare,
<br /> execute, and deliver its approving legal opinion with respect to the Notes.
<br /> 4.02. Except as otherwise provided in this resolution, all rights, powers and privileges
<br /> conferred and duties and liabilities imposed upon the City or the Council by the provisions of this
<br /> resolution or of the aforementioned documents shall be exercised or performed by the City or by such
<br /> members of the Council, or such officers,board,body or agency thereof as may be required or authorized
<br /> by law to exercise such powers and to perform such duties.
<br /> No covenant, stipulation, obligation, or agreement herein contained or contained in the
<br /> aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any
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