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5. Approval, Execution and Delivery of Bonds. The <br />issuance of the Bonds is authorized, in an aggregate principal <br />amount of not to exceed $3,600,000, in the form and upon the <br />terms set forth in the Indenture, which terms are for this <br />purpose incorporated in this resolution and made a part hereof; <br />provided, however, that the initial aggregate principal amount of <br />and the maturities of the Bonds, the interest rates thereon, and <br />any provisions for the optional or mandatory redemption thereof <br />shall all be as set forth in the final form of the Indenture to <br />be approved, executed and delivered by the officers of the City <br />authorized to do so by the provisions of this Resolution, which <br />approval shall be conclusively evidenced by such execution and <br />delivery; and provided further that, in no event, shall such <br />maturities exceed 40 years or such rates of interest produce a <br />net interest cost in excess of 70% of Morgan Guaranty Bank's <br />Prime Rate, as the same may change from time to time. The Mayor, <br />City Administrator and other City officers are authorized, in <br />their discretion and at such time, if any, as they may deem <br />appropriate, to execute the Bonds as prescribed in the Indenture, <br />together with a certified copy of this Resolution and such other <br />City documents as may be reasonably required. <br /> <br /> 6. Limited Offering Memorandum. The City hereby consents <br />to the circulation by the Underwriter of the Limited Offering <br />Memorandum in offering the Bonds for sale; provided, however, <br />that the City has not participated or been requested to <br />participate in the preparation of the Limited Offering Memorandum <br />or independently verified the information in the Limited Offering <br />Memorandum and the City assumes no responsibility for, and makes <br />no representations or warranties as to, the accuracy, sufficiency <br />or completeness of such information. <br /> <br /> 7. Certificates, etc. The Mayor, City Administrator and <br />other officers of the City may furnish to bond counsel and the <br />purchaser of the Bonds, when issued, certified copies of all <br />pre ~eedings and records of the City relating to the Bonds, and <br />suc.i other affidavits and certificates as may be required to show <br />the facts appearing from the books and records of the City in the <br />officers custody and control or as otherwise known to them; and <br />all such certified copies, certificates and affidavits, including <br />any heretofore furnished, shall constitute representations of the <br />City as to the truth of all statements contained therein. <br /> <br />1151887.2 4 <br /> <br /> <br />