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(9) The Lender and the Borrower have informed the City that they have agreed to certain changes in the terms of the Note. (10) The form of First Amendment to Note and the form of First Amendment to Loan Agreement, each between the City, the Borrower, and the Lender, proposed to be entered into in order to document changes in the terms of the Note have been submitted to the City Council and are on file in the office of the City Clerk (the "Note Amendment" and the "Loan Agreement Amendment,"respectively). SECTION 2 AUTHORIZATION OF NOTE AMENDMENT AND LOAN AGREEMENT AMENDMENT. 2.1 Approval and Execution of Note Amendment. (1) The Note Amendment and Loan Agreement Amendment are made a part of this Resolution as though fully set forth herein and are hereby approved in substantially the form presented to the City Council. The Mayor and the City Manager are authorized and directed to execute, acknowledge, and deliver the Note Amendment and Loan Agreement Amendment on behalf of the City with such changes, insertions, and omissions therein as the attorney to the City may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the telins hereof. (2) The Mayor and the City Manager are authorized and directed to execute and deliver all other documents which may be required under the terms of the Note Amendment or the Loan Agreement Amendment or by bond counsel, and to take such other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. (3) The Mayor and City Manager and other officers of the City are authorized to furnish to the Lender, the Borrower, and bond counsel certified copies of all proceedings and records of the City relating to the Note Amendment and the Loan Agreement Amendment, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Note as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. (4) In the event that for any reason the Mayor or the City Manager are unable to carry out the execution of any of the documents or other acts provided herein, any other officer of the City or member of its City Council as in the opinion of the City's attorney, are authorized to act in that capacity and undertake such execution or acts on behalf of the City, shall without father act or authorization execute and deliver the Note Amendment and the Loan Agreement Amendment and do all things and execute all instruments and documents required to be done or executed by such officers, with full force and effect, which executions or acts shall be valid and binding on the City. 2.2 No Liability of City. Nothing in this resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than 3 4914096v1