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cretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. The Mayor and the Clerk-Treasurer are hereby authorized and directed to executer attest and deliver the Agreement by and between the Issuer and the Company. All of the provisions of the Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorpor- ated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Agree- ment shall be substantially in the form on file in the of- fice of the Clerk-Treasurer wi th such necessary and appro- priate variations, omissions and insertions as permitted or required or as the Mayor, in his discretion, shall deter- mine, and the execution thereof by the Mayor shall be con- clusive evidence of such determination. Section 9. The Mayor and the Clerk-Treasurer are hereby authorized and directed to accept and confirm the Bond Pur- chase Agreement, dated September 20, 1983 (the "Bond Pur- chase Agreement"), from Miller & Schroeder Municipals, Inc., as Underwriter, and accepted by the Issuer and the Com- pany. All of the provisions of the Bond Purchase Agreement, when accepted and confirmed 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 deli very thereof. The Bond Purchase Agreement shall be in the form on file in the office of the Clerk-Treasurer. Section 10. The Mavor and the Clerk-Treasurer are hereby authorized and directed to execute and accept the Mortgage, the Assignment and the Guaranty. All of the pro- visions of the Mortgage, the Assignment and the Guaranty, when executed and delivered, shall be deemed to be a part of this resolution as fully and to the same extent as if incor- porated verbatim herein and shall be in full force and affect from the date of execution and delivery thereof. The Mortgage, the Assignment and the Guaranty shall be substan- tially in the form on file in the office of the Clerk- Treasurer with such necessary and appropriate variations, omissions and insertions as permitted or required or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive ev idence of such determination. Section 11. The Mayor and the Clerk-Treasurer are hereby authorized and directed to execute, attest and de- liver the Letter Agreement by and between the Issuer, Winfield and the Company. The Letter Agreement shall be in substantially the form on file in the office of the Clerk- - 7 -