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<br />execute said documents prior to their execution and (b) such <br /> <br />additional documents, agreements or certificates as may be <br /> <br />necessary and appropriate in connection with the Agreements <br /> <br /> <br />and with the issuance and sale of the Bonds and approved by <br /> <br /> <br />Bond Counsel, the City Attorney and City officials authorized <br /> <br /> <br />herein to execute said documents prior to their execution; and <br /> <br />said Attorney and City officials are hereby authorized to <br /> <br /> <br />approve said changes or additional documents, agreements or <br /> <br />certificates on behalf of the City. The execution of any <br /> <br /> <br />instrument by the appropriate officer or officers of the City <br /> <br /> <br />herein authorized shall be conclusive evidence of the approval <br /> <br />of such documents in accordance with the terms thereof and <br /> <br /> <br />hereof. In the absence (or inability) of the Mayor or City <br /> <br /> <br />Manager, any of the documents authorized by this resolution to <br /> <br /> <br />be executed by them may be executed by the Acting Mayor or the <br /> <br /> <br />Acting City Manager, respectively. <br /> <br /> <br />13. It is understood and agreed that the Company <br /> <br />shall indemnify the City against all liabilities, losses, <br /> <br /> <br />damages, costs and expenses (including attorney's fees and <br /> <br /> <br />expenses incurred by the City) arising with respect to the <br /> <br /> <br />Project or the Bonds, as provided for and agre~d to by and <br /> <br /> <br />between the Company and the City in the Loan Agreement and the <br /> <br /> <br />Bond Purchase Agreement. <br /> <br />13 <br />