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<br />rights, obligations, duties and agreements of the bondowners, the Issuer and the <br />Trustee asset forth therein. <br /> <br />All of the provisions of the Indenture, when executed as authorized herein <br />shall be in full force and effect from the date of execution and delivery thereof. Th~ <br />Indenture shall be substantially in the form on file with the Issuer, with such <br />necessary and appropriate variations, omissions and insertions as do not materially <br />change the substance thereof, or as the Mayor, in his discretion, shall determine, <br />and the execution thereof by the Mayor shall be conclusive evidence of such <br />determination. <br /> <br />4. The Mayor and City Manager are hereby authorized and directed to <br />execute and deliver the Loan Agreement and the Bond Purchase Agreement (the <br />"Bond Purchase Agreement") to be executed by the Issuer, Miller & Schroeder <br />Financial, Inc., as the purchaser of the Bonds, and the Company. All of the <br />provisions of the Loan Agreement and the Bond Purchase Agreement, when executed <br />and delivered as authorized herein, shall be deemed to be a part of this resolution <br />as fully and to the same extent as if incorporated verbatim herein and shall be in full <br />force and effect from the date of execution and delivery thereof. The Loan <br />Agreement and the Bond Purchase Agreement shall be substantially in the forms on <br />file with the Issuer which are hereby approved, with such omissions and insertions <br />as do not materially change the substance thereof, or as the Mayor, in his <br />discretion, shall determine, and the execution thereof by the Mayor shall be <br />conclusive evidence of such determination. <br /> <br />5. The Mayor and City Manager are hereby authorized and directed to <br />execute and deliver the Amended and Restated Regulatory Agreement (the <br />"Regulatory Agreement") to be executed by the Issuer and Company. All of the <br />provisions of the Regulatory Agreement, 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 <br />as if incorporated verbatim herein and shall be in full force and effect from the date <br />of execution and delivery thereof. The Regulatory Agreement shall be substantially <br />in the form on file with the Issuer which are hereby approved, with such omissions <br />and insertions as do not materially change the substance thereof, or as the Mayor, <br />in his discretion, shall determine, and the execution thereof by the Mayor shall be <br />conclusive evidence of such determination. <br /> <br />6. The Bonds shall be revenue obligations of the Issuer the proceeds of <br />which shall be disbursed pursuant to the Indenture and the Loan Agreement, and <br />the principal, premium and interest on the Bonds shall be payable solely from the <br />proceeds of the Bonds, the Loan Agreement, and other amounts realized pursuant <br />to related security documents. <br /> <br />7. The Trustee is hereby appointed as Paying Agent and Bond Registrar <br />for the Bonds. <br /> <br />8. The Officials are hereby authorized to execute and deliver, on behalf <br />of the Issuer, such other documents as are necessary or appropriate in connection <br />with the issuance, sale, and delivery of the Bonds, including an arbitrage <br />certificate, and all other documents and certificates as shall be necessary and <br />appropriate in connection with the issuance, sale and delivery of the Bonds. <br /> <br />9. All covenants, stipulations, obligations and agreements of the Issuer <br />contained in this resolution and the aforementioned documents shall be deemed to be <br />the covenants, stipulations, obligations and agreements of the Issuer to the full <br />extent authorized or permitted by law, and all such covenants, stipulations, <br /> <br />BJll!l4612 <br />NE136-102 <br /> <br />3 <br />