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