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(e) Arbitrage Letter of Instructions (the '"Arbitrage Letter of Instructions") by and among the Issuer, the Company and the Trustee related to the tax exempt status of the interest on the Bonds. Section 4. Approval of Documents. The Issuer hereby approves the following documents, in substantially the forms presented to the Issuer (copies of which documents shall be filed in the official records of the Issuer) with such changes therein as shall be necessary to provide for the execution of such documents by the parties thereto: (a) Bonds. Official Statement (the "Official Statement") in connection with the sale of the (b) Form of the Letter of Credit (the "Letter of Credit") to be issued by Commeme Bank, N.A. (the "Bank") in favor of the Trustee. (c) Form of Remarketing Agreement (the "Remarketing Agreement") between the Company and the Underwriter, as remarketing agent (the "Remarketing Agent"). The Official Statement, in substantially the form submitted to the Issuer with such changes and additions thereto as are necessary to conform to and describe the transaction, and the distribution of the same by the Underwriter is hereby approved for use in connection with the Bonds. The Issuer has not participated in the preparation of the Official Statement and has not verified the accuracy of the information therein, other than information respecting the Issuer. Accordingly, such approval does not constitute approval by the Issuer of such information or a representation by the Issuer as to the completeness or accuracy of the information contained therein. For the purpose of enabling the Official Statement to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the Issuer hereby deems the information regarding the Issuer contained in the Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officials of the Issuer are hereby authorized, if requested, to provide the Underwriter a letter or certification to such effect and to take such other actions or execute such other documents as such officials in their reasonable judgment deem necessary to enable the Underwriter to comply with the requirements of such Rule. Section 5. Execution of Documents. The Mayor and/or City Manager of the Issuer is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Issuer in the manner provided in the Indenture. The Mayor and/or City Manager of the Issuer is hereby authorized and directed to execute and deliver the Issuer Documents for and on behalf of and as the act and deed of the Issuer. The City Clerk of the Issuer is hereby authorized and directed to attest to the Bonds and such Issuer Documents and other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 6. Further Authority. The Issuer shall, and the officers, agents and employees of the Issuer are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the Issuer with respect to the Bonds and the Issuer Documents. Section 7. Emergency Clause. It is hereby declared that an emergency exists in that the Company will suffer financial hardship that could adversely affect the development of the Property and 2204940 - 3 -