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132755433v2 <br /> <br /> 8 <br /> <br />SECTION 4. MISCELLANEOUS. <br />4.1 Severability. If any provision of this Resolution shall be held or deemed to be or <br />shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction <br />or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of <br />any constitution or statute or rule or public policy, or for any other reason, such circumstances <br />shall not have the effect of rendering the provision in question inoperative or unenforceable in <br />any other case or circumstance, or of rendering any other provision or provisions herein <br />contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any <br />one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not <br />affect the remaining portions of this Resolution or any part thereof. <br />4.2 Authentication of Transcript. The officers of the City are directed to furnish to <br />Bond Counsel certified copies of this Resolution and all documents referred to herein, and <br />affidavits or certificates as to all other matters which are reasonably necessary to evidence the <br />validity of the Notes. All such certified copies, certificates and affidavits, including any <br />heretofore furnished, shall constitute recitals of the City as to the correctness of all statements <br />contained therein. <br />4.3 Authorization to Execute Agreements. The forms of the proposed Loan <br />Agreement and the Pledge Agreement are hereby approved in substantially the form presented to <br />the City Council, together with such additional details therein as may be necessary and <br />appropriate and such modifications thereof, deletions therefrom and additions thereto as may be <br />necessary and appropriate and approved by Bond Counsel prior to the execution of the <br />documents. The Mayor and the City Clerk of the City are authorized to execute the Loan <br />Agreement and the Pledge Agreement and such other documents as Bond Counsel consider <br />appropriate in connection with the issuance of the Notes, in the name of and on behalf of the <br />City. In the event of the absence or disability of the Mayor or the City Clerk such officers of the <br />City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or <br />authorization of the City Council do all things and execute all instruments and documents <br />required to be done or executed by such absent or disabled officers. The execution of any <br />instrument by the appropriate officer or officers of the City herein authorized shall be conclusive <br />evidence of the approval of such documents in accordance with the terms hereof.