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-6- So long as the Bonds are in book-entry only form, any notice of redemption will be given only to DTC or its nominee. The City shall not be respons~le for providing any beneficial owner of the Bonds any notice of redemption. SECTION 5. Execution and Delivery_ of the Bonds. The Mayor, the City Clerk, the Director of Finance and other appropriate officers, employees and agents of the City are authorized and directed to take all such action and to execute such instruments as shall be deemed by them to be necessary or appropriate to effect the printin~ execution and issuance of the Bonds and the delivery of the Bonds to the Purchaser in accordance with the terms of the Proposal, the Detailed Notice of Sale, and this resolution, upon receipt of the purchase price therefor as set forth in Section 2 hereof, and for the proper application and use of the proceeds of such sale. SECTION 6. Preliminary Official Statement; Official Statement; Certification Concerning Official Statement. The City Manager and the Director of Finance of the City are hereby authorized and directed to execute and deliver to the Purchaser copies of an Official Statement of the City relating to the Bonds. in substantially the form of the Preliminary Official Statemem (the "Preliminary Official Statement"), after the same has been completed by the insertion of the interest rates to be borne by the Bonds and by making such other insertions, changes or corrections as the City Manager, based on the advice of the City's financial advisors and legal counsel, deems necessary or appropriate; and this Council hereby authorizes such Official Statement and the information contained therein to be used by the Purchaser in connection with the sale of the Bonds. The Preliminary Official Statement is "deemed final" for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The City Manager, the Director of Finance and the City Attorney are hereby authorized and directed to execute on behalf of the City and deliver to the Purchaser the respective certificates referred to in the Official Statement under the caption "Certificates Concerning Official Statement". SECTION 7. Ratification. The action of the City Manager in causing the Summary Notice of Sale to be published as described in Section 1 hereof, and in causing the Detailed Notice of Sale, the Proposal Form, and the Preliminary Official Statement to be distributed, and the form and contents of the Summary Notice of Sale, the Detailed Notice of Sale, the Proposal Form and the Preliminary Official Statement, and all actions and proceedings heretofore taken by this Council, the City Manager, the Director of Finance and the other officers, employees, agents and attorneys of the City in connection with the issuance and sale of the Bonds, are hereby ratified and confirmed. SECTION 8. Filing of This Resolution. The City Attorney is hereby authorized and directed to file a copy of this resolution, certified by the City Clerk to be a true and correct copy hereof, with the Circuit Court of the City of Portsmouth. SECTION 9. Invalidity_ of Sections, Paragraphs, Clauses or Provisions. If any section, paragraph, clause or provision of this resolution shall be held invalid or