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7F monthly installments payable thereunder, and registered in the name of the Lender or such transferee as
<br />2()8 may be designated by the Lender.
<br />2()�� SECTION 3. MISCELLANEOUS
<br />2 0 3.1 Severability. If any provision of this Resolution shall be held or deemed to be or shall, in
<br />2 fact, be inoperative or unenforceable as applied in any particular as in any jurisdiction oriurisdictions or
<br />2 2 in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or
<br />2 rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the
<br />2 kl provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any
<br />2 5 other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
<br />2 whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution
<br />2 7 contained shall not affect the remaining portions of this Resolution or any part thereof.
<br />2 8 3.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond
<br />2 Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or
<br />220 certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All
<br />22 such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals
<br />222 of the City as to the correctness of all statements contained therein.
<br />2„ `31' 3.3 Authorization to Execute Agreements. The forms of the proposed Loan Agreement, the
<br />2 2,4 Pledge Agreement, the Mortgage and the Security Agreement are hereby approved in substantially the form
<br />225 heretofore presented to the Council together with such additional details therein as may be necessary and
<br />22E,,,, appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary
<br />227 and appropriate and approved by Bond Counsel and the City Attorney prior to the execution of the
<br />228 documents, and the Mayor and Manager of the City are authorized to execute the Note, the Loan
<br />M� Agreement and the Pledge Agreement in the name of and on behalf of the City and such other documents as
<br />2 0 Bond Counsel consider appropriate in connection with the issuance of the Note. In the event of the absence
<br />2 or disability of the Mayor or the Manager such officers of the City as, in the opinion of the City Attorney,
<br />2,5'e, may act in their behalf, shall without further act or authorization of the Council do all things and execute all
<br />2 u instruments and documents required to be done or executed by such absent or disabled officers. The
<br />2 "","1 execution of any instrument by the appropriate officer or officers of the City herein authorized shall be
<br />2 conclusive evidence of the approval of such documents in accordance with the terms hereof.
<br />2 uCi, 3.4 Qualified Tax Exempt Obligation. In order to qualify the Note as a qualified tax-exempt
<br />21`7'? obligation" within the meaning of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended (the
<br />2 "Code") , the City hereby makes the following factual statements and representations;
<br />2 ) I I
<br />, 9, (a) the Note is not treated as a private activity bond 11 under Section 265 (b) (3) of the Code;
<br />2,4 0 (b) the City hereby designates the Note as qualified tax-exempt obligations for purposes of Section
<br />2,4 265 (b) (3) of the Code;
<br />42 (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in
<br />2,4 clause (ii) of Section 265 (b) (3) (C) of the Code) which will be issued by the City (and all entities whose
<br />2,4,4 obligations will be aggregated with those of the City) during the calendar year 2008 will not exceed
<br />2,4 5 $10,000,000; and
<br />2,4 Ci, (d) not more than $10,000,000 of obligations issued by the City during the calendar year 2008 have
<br />2,4 7 been designated for purposes of Section 265 (b) (3) of the Code.
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