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• The forms of the Documents and the Refunding Bonds are approved, subject to such <br /> modifications and additions as are deemed appropriate and approved by the Mayor and City <br /> Manager, within the limitations provided in the immediately preceding paragraph, which <br /> approval shall be conclusively evidenced by execution of the Documents by the Mayor and the <br /> City Manager. Copies of all the Documents shall be delivered, filed or recorded as provided <br /> therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to <br /> execute such other instruments as may be required to give effect to the transactions herein <br /> contemplated. <br /> Section 4. Official Statement. The City hereby consents to the use of the Official <br /> Statement by the Underwriter in connection with the offer and sale of the Refunding Bonds to <br /> potential investors. The City has consented to the distribution of the Official Statement, but did <br /> not prepare the Official Statement, and has not reviewed the financial disclosures of the <br /> Borrower or approved any information or statements contained in the Official Statement or the <br /> Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy <br /> of the same. The City Manager is authorized to deem the Official Statement"final" as of its date <br /> for purposes of SEC Rule 15c2-12. <br /> Section 5. The Refunding Bonds. <br /> 5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City <br /> shall proceed forthwith to issue its Refunding Bonds in the form and upon the terms set forth in <br /> • the Indenture or established pursuant to this resolution. <br /> 5.02. The Mayor and the City Manager are authorized and directed to prepare and <br /> execute the Refunding Bonds as prescribed herein and in the Indenture and to deliver them to the <br /> Trustee, together with a certified copy of this resolution, the other documents required in the <br /> Indenture, and such other certificates, documents and instruments as may be appropriate to effect <br /> the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for <br /> the Refunding Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. <br /> Section 6 Absence of Officers. In the absence or disability of the Mayor, any of the <br /> documents authorized by this resolution to be approved and executed by the Mayor may be so <br /> approved and executed by the acting Mayor. In the absence or disability of the City Manager, <br /> any of the documents authorized by this resolution to be approved and executed by the City <br /> Manager may be so approved and executed by the person designated as acting City Manager or <br /> by such other officer of the City who, in the opinion of the City Attorney, may execute such <br /> documents. <br /> Section 7. Authentication of Proceedings. The Mayor, the City Manager, the City Clerk <br /> and other officers of the City are authorized and directed to furnish to the Underwriter and bond <br /> counsel certified copies of all proceedings and records of the City relating to the Bonds, and such <br /> other affidavits and certificates as may be required to show the facts relating to the legality and <br /> • -5- <br />