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(c) Continuing Disclosure Agreement dated as of November 1, 2003 (the "Continuing Disclosure Agreement"), between the City and BNY Trust Company of Missouri, as dissemination agent (attached hereto as Exhibit C). (d) Tax Compliance Agreement dated as of November 1, 2003 (the "Tax Agreement"), between the City and the Trustee (attached hereto as Exhibit D). Section 4. Approval of Trust Indenture. The City hereby approves the Trust Indenture dated as of November 1, 2003 (the "Indenture"), executed by the Trustee (attached hereto as Exhibit E), in substantially the form presented to and reviewed by the City Council at this meeting and attached to this Ordinance. Section 5. Execution of Documents. The City is hereby authorized to enter into and the Mayor and City Clerk are hereby authorized and directed to execute and deliver, on behalf of the City, the Base Lease, the Lease, the Continuing Disclosure Agreement and the Tax Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 6. Prepayment of Series 1997 Certificates. The Series 1997 Certificates are hereby called for prepayment prior to maturity on February 1, 2004. The Series 1997 Certificates shall be prepaid at the principal payment office of BNY Trust Company of Missouri, by the payment on the prepayment date of the principal thereof, together with any prepayment premium and accrued interest thereon to the prepayment date. The officers of the City are hereby authorized and directed to take such other action as may be necessary in order to effect the prepayment of such Series 1997 Certificates as herein provided. Section 7. Preliminary Official Statement and Official Statement. The City Council hereby ratifies and approves the Preliminary Official Statement in thc form attached hereto as Exhibit F, and the final Official Statement is hereby authorized and approved by supplementing, amending and completing thc Preliminary Official Statement, with such changes and additions thereto as arc necessary to conform to and describe thc transaction. Thc Mayor is hereby authorized to execute thc Official Statement as so supplemented, amended and completed. The City Council consents to thc use and public distribution by the Purchaser of the final Official Statement in cormcction with thc offering for sale of thc Certificates. Section 8. Further Authority. The officers, agents and employees of the City, including the Mayor, City Clerk, City Manager and Director of Finance, are authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the Base Lease, the Lease, the Continuing Disclosure Agreement and the Tax Agreement, to make alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 9. Effective Date. This Ordinance shall take effect and be in full force immediately after its passage by thc City Council.