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precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. 14. The members of the City Council of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture, the Financing Agreement, and the other documents referred to above, and this resolution. 15. The Mayor and the City Manager are hereby designated and authorized to take such administrative actions as are permitted or required in connection with the issuance of the Bonds and pursuant to the Indenture, the Financing Agreement, the Intercreditor Agreement, the Consolidation Agreement, the Bond Purchase Agreement and the Mortgage Assignment. 16. The Mayor and the City Manager of the City are authorized and directed to execute and deliver any and all certificates, agreements, or other documents which are required by the Indenture, the Financing Agreement, the Bond Purchase Agreement, the Intercreditor Agreement, the Consolidation Agreement or any other agreements, certificates, or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture, or the other documents referred to in this resolution, or to evidence compliance with Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended, and applicable Treasury Regulations promulgated thereunder, and applicable provisions of Sections 141-150 of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. 17. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the City, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. The motion for the adoption of the foregoing resolution was duly seconded by Mayor Klausing, and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: Johnson, Ihlan, Roe and Klausing and the following voted against the same: none. whereupon said resolution was declared duly passed and adopted. 2363919v1 $