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of the City with the manual or facsimile signature of its Mayor and attested with the manual or <br /> facsimile signature of its City Clerk and the official seal of the City shall be impressed or imprinted <br /> thereon; that the Bonds shall bear interest at one or more fixed rates not to exceed a weighted <br /> average rate of 8% per annum, and shall be payable over a term not to exceed 40 years from date <br /> of issuance; that the Mayor of the City or the City Clerk shall cause the Bonds, as so executed and <br /> attested, to be delivered to the Trustee for authentication; and that when the Bonds are executed <br /> on behalf of the City in the manner contemplated by the Indenture and this Ordinance in an <br /> aggregate principal amount not to exceed $18,000,000, they shall represent the approved form of <br /> Bonds of the City. <br /> Section 8. 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 established <br /> thereunder, as more fully described in the Tax Agreement. Such Tax Agreement shall be in such <br /> form as is drafted by Chapman and Cutler LLP, Bond Counsel, and acceptable to corporation <br /> counsel for the City, such execution to constitute conclusive evidence of the corporation counsel's <br /> approval, and of the City Council's approval, of the final form of the Tax Agreement. <br /> Section 9. Other Documents. That the Mayor and the City Clerk and any other official, <br /> employee or agent of the City be, and each of them hereby is, authorized and directed to execute, <br /> attest, seal, deliver or approve any and all agreements, instruments, documents and certificates <br /> (including, but not limited to uniform commercial code financing statements, account control <br /> agreements, intercreditor agreements, and any and all other closing documentation relating to the <br /> issuance of the Bonds), to do any and all things deemed necessary to effect the issuance and sale <br /> of the Bonds and the execution and delivery of the Loan Agreement,the Indenture, the Placement <br /> Agreement and such other agreements, instruments, documents and certificates, and to perform <br /> the obligations and duties of the City hereunder and thereunder, all as shall be necessary and <br /> desirable to carry out the intent and purposes of this Ordinance, including the preambles to this <br /> Ordinance. <br /> Section 10. 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 11. Severability. That the provisions of this Ordinance are hereby declared to be <br /> separable, and if any section, phrase or provision shall for any reason be declared to be invalid, <br /> such declaration shall not affect the validity of the remainder of the sections, phrases and <br /> provisions of this Ordinance. <br /> Section 12. 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 13. 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 /> -5- <br />