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City Council hereby authorizes and directs the Mayor and the City Manager to execute the Indenture and to deliver the Indenture to the Trustee and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor and the City Manager, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution and delivery thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 5. The Mayor and the City Manager are hereby designated as the representatives of the City with respect to the issuance of the Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement, to be dated on or after the date of adoption of this resolution (the "Bond Purchase Agreement"), between Piper Jaffray & Co. (the "Underwriter"), the City, and the Borrower. All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bond Purchase Agreement shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 6. The Mayor and the City Manager are hereby authorized and directed to execute the Financing Agreement with the Borrower and the Trustee, and when executed and delivered as authorized herein, the Financing Agreement shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Financing Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such forms and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 7. The Mayor and the City Manager are hereby authorized and directed to accept the Bond Mortgage Note. The Mayor and the City Manager are hereby authorized and directed to endorse the Bond Mortgage Note to the Trustee, without recourse, for the benefit of the owners of the Bonds. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Intercreditor Agreement and the Consolidation Agreement and, when executed and delivered as authorized herein, the Intercreditor Agreement and the Consolidation 2363919v1