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Section 10. Tax Agreement. That the City Council does hereby authorize and approve <br /> the execution by the Mayor and the delivery of a Tax Exemption Certificate and Agreement (the <br /> "Tax Agreement"), among the City, the University and the Trustee, pursuant to which certain <br /> investment earnings on moneys held by the Trustee will be transferred to a Rebate Fund <br /> established thereunder, as more fully described in the Tax Agreement. Such Tax Agreement shall <br /> be in such form as is drafted by Chapman and Cutler LLP, Bond Counsel, and acceptable to <br /> counsel for the City, such execution to constitute conclusive evidence of the Mayor's approval, <br /> and of the City Council's approval, of the final form of the Tax Agreement. <br /> Section 11. Mortgage. That the City Council does hereby approve the execution and <br /> delivery of the Mortgage. Such Mortgage shall be in such form as is drafted by Chapman and <br /> Cutler LLP, Bond Counsel, and acceptable to counsel for the City. The final form of the <br /> Mortgage shall be approved by the Mayor of the City, the Mayor's execution of the Indenture to <br /> constitute conclusive evidence of the Mayor's approval and the City's approval of the final form <br /> of the Mortgage. <br /> Section 12. Other Documents. That the Mayor and the City Clerk and any other <br /> official, employee or agent of the City be, and each of them hereby is, authorized and directed to <br /> execute, attest, seal and deliver any and all agreements, instruments, documents and certificates <br /> (including, but not limited to uniform commercial code financing statements and any and all <br /> other closing documentation relating to the issuance of the Bonds), to do any and all things <br /> deemed necessary to effect the issuance and sale of the Bonds and the execution and delivery of <br /> the Loan Agreement, the Indenture, the Bond Purchase Agreement and such other agreements, <br /> instruments, documents and certificates, and to perform the obligations and duties of the City <br /> hereunder and thereunder, all as shall be necessary and desirable to carry out the intent and <br /> purposes of this Ordinance, including the preambles to this Ordinance. <br /> Section 13. Authorization and Ratification of Subsequent Acts. That all acts of the City <br /> Council and the officials and employees of the City that are in conformity with the intent and <br /> purposes of this Ordinance, whether heretofore or hereafter taken or done, be, and the same are <br /> hereby, in all respects, ratified, confirmed and approved. <br /> Section 14. Severability. That the provisions of this Ordinance are hereby declared to <br /> be separable, and if any section, phrase or provision shall for any reason be declared to be <br /> invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and <br /> provisions of this Ordinance. <br /> Section 15. Publication. That a full, true and complete copy of this Ordinance shall be <br /> published within ten days after passage in pamphlet form by authority of the City Council. <br /> Section 16. Conflicts. That all ordinances, resolutions, or parts thereof, in conflict <br /> herewith are hereby superseded to the extent of such conflict; and that this Ordinance shall be in <br /> full force and effect immediately upon its passage and approval. <br /> -6- <br />