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3.03. Authorization to Execute Agreements. The forms of the proposed Loan Agreement and the Pledge Agreement are hereby approved in substantially the form on file with the City together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel prior to the execution of the documents. The Mayor and the City Administrator of the City are authorized to execute the Loan Agreement and the Pledge Agreement and such other documents as Bond Counsel considers appropriate in connection with the issuance of the Note, in the name of and on behalf of the City. In the event of the absence or disability of the Mayor or City Administrator such officers of the City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or authorization of the Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.04. Qualified Tax Exempt Obligation. In order to qualify the Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby makes the following factual statements and representations; (a) the Note will be issued after August 7, 1986; (b) the Note is not treated as a "private activity Note" under Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2019 will not exceed $10,000,000; (d) not more than $10,000,000 of obligations issued by the City during the calendar year 2019 have been designated for purposes of Section 265(b)(3) of the Code; (e) the aggregate face amount of the issue of the Note is not greater than $10,000,000; (f) the Series 2013 Note was previously designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code, the average maturity of the Note is not longer than the average maturity of the Series 2013 Note and the Note does not mature later than 30 years after the date the Series 2013 Note was issued and therefore the Note is deemed designated as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code to the extent the principal amount of the Note does not exceed the outstanding principal balance of the Series 2013 Note; and (g) the City hereby designates any principal amount of the Note which exceeds the outstanding principal balance of the Series 2013 Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code. 3.05. Costs: bidemnification by Borrower. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with refinancing the Project will be paid by the Borrower whether or not the Note is issued. It is understood and agreed that the Borrower 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 and the financing, as further provided in the Loan Agreement. Resolution 9164 609259v l M U210-272