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Tax -Exempt Private Activity Bond Issues, Form 8038, a certificate as to arbitrage and rebate, and similar documents (collectively, the "Financing Documents") are approved substantially in the forms on file with the City Administrator. The City Documents, in substantially the forms submitted, are directed to be executed in the name and on behalf of the City by the City Officials. The Notes are to be executed in the name of and on behalf of the City by the City Officials and delivered to the Lender. Any other Financing Documents and certificates necessary to the transaction described above may be executed by one or more appropriate officers of the City. All of the provisions of the Financing Documents, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The approval hereby given to the various Financing Documents referred to above includes approval of 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 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 of any 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. 1.05. Certifications of the City. The Mayor, City Administrator, and Finance Director of the City and other officers, employees, and agents of the City are hereby authorized and directed to prepare and furnish to bond counsel and the Lender certified copies of all proceedings and records of the City relating to the issuance of the Notes, including a certification of this resolution. Such officers, employees, and agents are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Lender, or other persons or entities in conjunction with the issuance of the Notes. Without imposing any limitation on the scope of the preceding sentence, such officers, employees, and agents are specifically authorized to execute and deliver one or more certificates of the City, an endorsement of the City to the Tax Certificate, an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Notes. The City hereby authorizes Kennedy & Graven, Chartered, acting as bond counsel, to prepare, execute, and deliver its approving legal opinion with respect to the Notes. 1.06. Security for the Notes. The City hereby authorizes the Company to provide such security for payment of the Company's obligations under the Loan Agreement and for payment of the Notes, including the Mortgage, the Assignment of Lease, and the Pledge Agreement, as is agreed upon by the Company and the Lender, and the City hereby approves the execution and delivery of such security. 1.07. Bank Qualification Designation. The City hereby designates the Notes as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. 5 SA130\288\879898.v3