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restrictions imposed by the Act and Section 142(d) of the Code and to ensure compliance with certain
<br />restrictions imposed by the City, the Project will be subject to a Regulatory Agreement, dated as of or after
<br />June 1, 2023 (the "Regulatory Agreement"), among the City, the Borrower, and the Trustee.
<br />6. Approval of Financing Documents; Execution. The City Officials are hereby authorized
<br />and directed to execute and deliver the Indentures, the Loan Agreements, the Bonds, the Bond Purchase
<br />Agreement, the Regulatory Agreement, and the Joint Powers Agreement (collectively, the "Financing
<br />Documents"). In addition, the City Officials are hereby authorized and directed to execute and deliver any
<br />consents or such other documents and certificates as are necessary or appropriate in connection with the
<br />issuance, sale, and delivery of the Bonds, including without limitation various certificates of the City, the
<br />Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038, a letter prepared in
<br />accordance with Section 42(m)(2)(D) of the Code evidencing the determination of the City, as the issuer of
<br />the Bonds, based on conclusions of a third party analyst, that the amount of tax credits to be allocated to
<br />the Project will not exceed the amount necessary for the financial feasibility of the Project and its viability
<br />as a qualified low-income housing project, a certificate as to arbitrage and rebate and similar documents,
<br />so long as City staff and legal counsel approve such documents.
<br />All of the provisions of the Financing Documents, when executed and delivered as authorized
<br />herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated
<br />verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The
<br />Financing Documents shall be substantially in the forms currently on file with the City, which are hereby
<br />approved, with such necessary and appropriate variations, omissions and insertions as do not materially
<br />change the substance thereof, and as the City Officials, in their discretion, shall determine, and the execution
<br />thereof by the City Officials shall be conclusive evidence of such determination. The City Officials are
<br />authorized and directed to execute any additional documents deemed necessary to carry out the intentions
<br />of this resolution and to complete the financing described herein, so long as City staff and legal counsel
<br />approve such documents.
<br />The City hereby authorizes the Borrower to provide such security for payment of its obligations
<br />under the Loan Agreements and for payment of the Bonds, including but not limited to the Promissory
<br />Note, guaranties and an assignment of capital contributions of the Borrower, and the City hereby approves
<br />the execution and delivery of such security.
<br />7. Bond Opinion. 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 />8. Official Statements. The City has not participated in the preparation of the Official
<br />Statement relating to the offer and sale of the Series 2023A Bonds and the Official Statement relating to
<br />the offer and sale of the Series 2023B Bonds (collectively the "Official Statements"), and has made no
<br />independent investigation with respect to the information contained therein, including the appendices
<br />thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such
<br />information, except for the information under the captions "THE ISSUER" and "NO LITIGATION The
<br />Issuer." Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter
<br />of the Official Statements in connection with the offer and sale of the Bonds. The Official Statements are
<br />the sole material consented to by the City for use in connection with the offer and sale of the Bonds.
<br />9. Council Authority; No Personal Liability. Except as otherwise provided in this resolution,
<br />all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City
<br />Council by the provisions of this resolution or of the aforementioned documents shall be exercised or
<br />performed by the City or by such members of the City Council, or such officers, board, body or agency
<br />thereof as may be required or authorized by law to exercise such powers and to perform such duties.
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<br />SA130-287-865935.v2
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