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13. Indemnification by Borrower. It is understood and agreed that the Borrower shall <br />indemnify the City against all liabilities, losses, damages, costs and expenses (including <br />attorney's- fees and expenses incurred by the City) arising with respect to the Project or the • <br />Bonds, as provided for and agreed to by and between the Borrower and the City in the Loan <br />Agreement. <br />14. Headings; Terms. Paragraph headings in this Resolution are for convenience of <br />reference only and are not a part hereof, and shall not limit or define the meaning of any <br />provision hereof. Capitalized terms used but not defined herein shall have the meanings given <br />them in the Indenture and Series 2011 Loan Agreement. <br />15. Qualified Tax Exem tp Obligation. In order to qualify the Bonds as "qualified tax- <br />exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of <br />1986, as amended (the "Code"), the City hereby designates the Bonds as qualified tax-exempt <br />obligations for purposes of Section 265(b)(3) of the Code and in connection therewith makes the <br />following factual findings; <br />(a) the Bonds will be issued after August 7, 1986; <br />(b) the Bonds are not treated as "private activity bonds" under Section 265(b)(3) of <br />the Code; <br />(c) the reasonably anticipated amount of tax-exempt obligations (other than <br />obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by <br />the City (and all entities whose obligations will be aggregated with those of the City) during the • <br />calendar year 2011 will not exceed $10,000,000; and <br />(d) not more than $10,000,000 of obligations issued by the City during the calendar <br />year 2011 have been designated for purposes of Section 265(b)(3) of the Code. <br />The motion for the adoption of the foregoing resolution was duly seconded by member <br />Zerwas ,and after full discussion thereof and upon vote being taken thereon, the <br />following voted in favor thereof: Mayor Dietz, Councilmembers Zerwas, Gumphrey, Westgaard, and <br />Motin <br />and the following voted against the same: no one. <br />Whereupon said resolution was declared duly passed and adopted this 19~' day of <br />September, 2011. <br />A <br />o J. Diet yor <br />ATTE ~ <br />• <br />Tina Allard, City Clerk <br />391851v2 JSB EL185-16 6 <br />