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FROM BRIGGS&MORGAN (TUE) 12. 02' 97 13:17 /81'. 12: 18/NO. 3561674903 P 7/17 I+relimiasry Of icisl Statement "near Tina. for purposes of Rule 15c2 -12 of the Securities Exchange Commission. 7. Issuance. The City shall proceed forthwith to issue the Bonds, in the form and upon the terms set forth in the Indenture and this Resolution. The Bonds shall be issued La a principal amounts, shall be payable or prepayable at such time or times, shall bear interest at such rates and shall be subject to such other terms and conditions as set.£orth in the Indenture. The City officers are authorized and directed to execute and deliver the Bonds as prescribed is the Indenture. 8. Records and Certif4cates. The Mayor, Manager, Administrator and of-bpi,- officers of the City are authorized and directed to prepare and furnish to the Purchaser 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 spew the facts relating to the legality-of the Bonds as such facts appear from the books and records in the officers' custody and contral 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 conraimAd therein. 9. Changes in Forms Approved Absent and Disabled Officers. The approval hereby given to the. various documents .referred to above includes approval of such additional details therein as maybe necessary-end appLupLiate.and such.modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and. approved by counsel to the City-, the appropriate City staff person or by the officers authorized herein to- execute or accept, as the case may be, said documents prior to their execution; and said officers or staff members are hereby authorized to approve said changes on behalf of the City. The execution oe nay instrument by the appropriate officer or officers of. the City herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. Ia. the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the City Council by any member of the City Council or any duly designated acting official, or by such other officer or officers of the City as, La the opinion of the City Attorney, may act in their behalf. 10. zndemizification by Company. It is understood and agreed that the. Company shall indemnify the City against all liabilities, losses, damages, costs and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Project or the Bonds, as provided for and agreed to by and between the Company and the City in the Loan. Agreement. 307726.2 Page 6