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substantially in the forms on file with the City which are hereby approved, with such omissions and
<br />insertions as do not materially change the substance thereof, and as the Mayor and the City Administrator,
<br />in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator
<br />shall be conclusive evidence of such determinations.
<br />6. To ensure compliance with certain rental and occupancy restrictions imposed by the Act
<br />and Section 142(d) of the Code and to ensure compliance with certain restrictions imposed by the City,
<br />the Mayor and City Administrator are also hereby authorized and directed to execute and deliver a
<br />Regulatory Agreement, dated on or after October 1, 2010 (the "Regulatory Agreement among the City,
<br />the Borrower, and the Trustee. All of the provisions of the Regulatory Agreement, when executed and
<br />delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same
<br />extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution
<br />and delivery thereof. The Regulatory Agreement shall be substantially in the form on file with the City
<br />which is hereby approved, with such omissions and insertions as do not materially change the substance
<br />thereof, or as the Mayor and the City Administrator, in their discretion, shall determine, and the execution
<br />thereof by the Mayor and the City Administrator shall be conclusive evidence of such determination.
<br />7. The Bonds shall be special, limited revenue obligations of the City, the proceeds of which
<br />shall be disbursed pursuant to the terms of the Indenture and the Loan Agreement, and the principal,
<br />premium, and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the revenues
<br />derived from the Loan Agreement, and the other sources set forth in the Indenture.
<br />8. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds.
<br />9. The Mayor and the City Administrator are hereby authorized to execute and deliver, on
<br />behalf of the City, such other documents and certificates as are necessary or appropriate in connection
<br />with the issuance, sale, and delivery of the Bonds, including an Assignment of Mortgage, dated on or
<br />after October 1, 2010 (the "Assignment of Mortgage from the City to the Trustee, various certificates
<br />of the City, an Information Return for Tax- Exempt Private Activity Bond Issues, Form 8038, with respect
<br />to the Bonds, a certificate as to arbitrage and rebate, and similar documents, and all other documents and
<br />certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the
<br />Bonds. The City hereby approves the execution and delivery by the Trustee of the Indenture and all other
<br />instruments, certificates, and documents prepared in conjunction with the issuance of the Bonds that
<br />require execution by the Trustee. The City hereby authorizes Kennedy Graven, Chartered, as bond
<br />counsel, to prepare, execute, and deliver its approving legal opinions with respect to the Bonds.
<br />10. The City has not participated in the preparation of the Official Statement relating to the
<br />offer and sale of the Bonds (the "Official Statement and has made no independent investigation with
<br />respect to the information contained therein, including the appendices thereto, and the City assumes no
<br />responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the
<br />foregoing, the City hereby consents to the distribution and the use by the Underwriter of the Official
<br />Statement in connection with the offer and sale of the Bonds. The Official Statement is the sole material
<br />consented to by the City for use in connection with the offer and sale of the Bonds.
<br />11. Except as otherwise provided in this resolution, all rights, powers, and privileges
<br />conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this
<br />resolution or of the aforementioned documents shall be exercised or performed by the City or by such
<br />members of the City Council, or such officers, board, body or agency thereof as may be required or
<br />authorized by law to exercise such powers and to perform such duties.
<br />372206v2 JSB MU210 -192
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