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132755433v2 <br /> <br /> 8 <br /> <br />inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, <br />sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining <br />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 heretofore <br />furnished, shall constitute recitals of the City as to the correctness of all statements contained <br />therein. <br />4.3 Authorization to Execute Agreements. The forms of the proposed Loan Agreement <br />and the Pledge Agreement are hereby approved in substantially the form presented to the City <br />Council, together with such additional details therein as may be necessary and appropriate and <br />such modifications thereof, deletions therefrom and additions thereto as may be necessary and <br />appropriate and approved by Bond Counsel prior to the execution of the documents. The Mayor <br />and the City Clerk of the City are authorized to execute the Loan Agreement and the Pledge <br />Agreement and such other documents as Bond Counsel consider appropriate in connection with <br />the issuance of the Notes, in the name of and on behalf of the City. In the event of the absence or <br />disability of the Mayor or the City Clerk such officers of the City as, in the opinion of the City <br />Attorney, may act on their behalf, shall without further act or authorization of the City Council do <br />all things and execute all instruments and documents required to be done or executed by such <br />absent or disabled officers. The execution of any instrument by the appropriate officer or officers <br />of the City herein authorized shall be conclusive evidence of the approval of such documents in <br />accordance with the terms hereof.