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manual or facsin�ile signatures of the Mayor and tl�e City Administrator and the delivery of the Notes by
<br />t�e City sha.11 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 terr�s 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 />Assignme�t, when executed and delivered as authoriz�d herein, shall be deemed to be a part of this
<br />resolution as fully and to the same extent as if inco�porated verbatim herein and shall be in full force and
<br />effect from the date of execution and delivery thereof. The Loan Agreemen:t and the Assignment shall be
<br />substantially in the forms on file with the Ci.ty which are hereby approved, with such omissions and
<br />insertions as do not materially change the substance thereof, or as the Mayor and the Cit.y Administrator,
<br />in their discretion, shall determ��ne, 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 t�he 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 l�otes.
<br />Section 4. Closin�, 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 app�opriate in connection with the issuance,
<br />sale, and deli�ery of the Notes, in�cluding 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 803 8, a�d 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 E�emption Agreeme��t, dated on or after April l, 2010 (the "Tax Exemption
<br />Agreement"), bet�veen the Borrower and the Pu�rchasers, and all other instruments, certi�cates, 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, Charte�red, as bond counsel of the �ity, to prepare,
<br />execute, and deliver its approving legal opinion with respect to the Notes.
<br />4.02. �xcept 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 />rnembers of the Council, or such of� cers, 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 cQntained or contained in ��e
<br />aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any
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