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(4) Pursuant to that certain Financing Agreement Assignment (the "Assignment") dated as of <br />November 1, 2015 by and between the City and the Lender, the City assigned all of its rights, <br />title, and interest in the Financing Agreement to the Lender (except for certain rights of <br />indemnification and to reimbursement for certain costs and expenses). <br />(5) The Lender and the Borrower have informed the City that they have agreed to certain <br />changes in the terms of the Financing Agreement. <br />(6) The form of First Amendment to Financing Agreement between the City, the Lender and <br />the Borrower and consented to by the Lender, proposed to be entered into in order to document <br />changes in the terms of the Financing Agreement has been submitted to the City Council and is <br />on file in the office of the City Administrator (the "Financing Agreement Amendment"). <br />SECTION 2 AUTHORIZATION OF FINANCING AGREEMENT AMENDMENT. <br />2.1 M}roval and Execution of Financin- As,reement Amendment. <br />(1) The Financing Agreement Amendment is made a part of this Resolution as though fully <br />set forth herein and is hereby approved in substantially the form presented to the City Council. <br />The Mayor and the Administrator are authorized and directed to execute, acknowledge, and <br />deliver the Financing Agreement Amendment on behalf of the City with such changes, <br />insertions, and omissions therein as bond counsel to the City may hereafter deem appropriate, <br />such execution to be conclusive evidence of approval of such documents in accordance with the <br />terms hereof. <br />(2) The Mayor and the Administrator are authorized and directed to execute and deliver all <br />other documents which may be required under the terms of the Financing Agreement <br />Amendment or by bond counsel, and to take such other action as may be required or deemed <br />appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. <br />(3) The Mayor and Administrator and other officers of the City are authorized to furnish to <br />the Lender, the Borrower, and bond counsel certified copies of all proceedings and records of the <br />City relating to the Financing Agreement Amendment, and such other affidavits and certificates <br />as may be required to show the facts relating to the legality and marketability of the Bond as <br />such facts appear from the books and records in the officers' custody and control or as otherwise <br />known to them; and all such certified copies, certificates, and affidavits, including any heretofore <br />furnished, shall constitute representations of the City as to the truth of all statements contained <br />therein. <br />(4) In the event that for any reason the Mayor or the Administrator are unable to carry out the <br />execution of any of the documents or other acts provided herein, any other officer of the City or <br />member of its City Council as, in the opinion of the City's attorney, are authorized to act in that <br />capacity and undertake such execution or acts on behalf of the City, shall without further act or <br />authorization execute and deliver the Financing Agreement Amendment and do all things and <br />execute all instruments and documents required to be done or executed by such officers, with full <br />force and effect, which executions or acts shall be valid and binding on the City. <br />2 <br />8329817v2 <br />