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Agreement shall each be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall each be in full force and effect from the date of execution and delivery thereof. The Intercreditor Agreement and the Consolidation 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 form 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. The Mayor and the City Manager are hereby authorized and directed to execute and deliver all other instruments and documents necessary to accomplish the purposes for which the Bonds are to be issued and the Indenture, the Financing Agreement, the Intercreditor Agreement, the Consolidation Agreement and the Bond Purchase Agreement are to be executed and delivered, including the Mortgage Assignment and any other document related to the consolidation, amendment and restatement of the outstanding mortgages related to the Project. The City Council hereby authorizes the preparation and filing of Uniform Commercial Code financing statements (with respect to the assignment of the interests of the City in the Financing Agreement, the Bond Mortgage Note, and the other loan documents, other than the Unassigned Rights (as defined in the Indenture), to the Trustee, for the benefit of the owners of the Bonds). 8. The City hereby consents to the preparation and distribution of an Official Statement with respect to the offer and sale of the Bonds (the "Official Statement") as requested by the Underwriter and the Borrower; provided that it is understood that the City has not been requested to participate in the preparation of or to review the Official Statement and has not done so. The City has made no independent investigation of the facts and statements set forth in the Official Statement; accordingly, the City assumes no responsibility with respect thereto including, without limitation, as to matters relating to the accuracy, fairness, completeness, or sufficiency of the Official Statement, except any information specifically relating to the City under the heading "THE ISSUER" and "NO LITIGATION-The Issuer" in the Official Statement. 9. The Mayor, the City Manager, and other officers of the City are authorized upon request to furnish certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Bonds 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 herein. Such officers, employees, and agents of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Trustee, Freddie Mac, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Bonds, an order to the Trustee with respect to the delivery of the Bonds and the application of the proceeds derived from the sale of the Bonds, a general certificate of the City with respect to the issuance of the Bonds, and an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038 (Rev. September 2007). 2363919v1 6