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delivery of the Amended Series 2011B Note and the Amended Series 2012B Note, a general
<br />certificate of the City, and an Information Return for Tax -Exempt Private Activity Bonds Issues,
<br />Form 8038 (Rev. April 2011) with respect to the Amended Series 2011B Note and the Amended
<br />Series 2012B Note.
<br />5. The City hereby approves one or more mortgages, one or more guaranty agreements,
<br />one or more collateral assignments, one or more assignments of leases and rents, one or more
<br />security agreements, and one or more security documents to be delivered by the Borrower to secure
<br />timely payment of the Amended Series 201IB Note and the Amended Series 2012B Note,
<br />substantially in the forms to be delivered by the Borrower or related entities.
<br />6. All covenants, stipulations, obligations, representations, and agreements of the City
<br />contained in this resolution or contained in other documents referred to above shall be deemed to be
<br />the covenants, stipulations, obligations, representations, and agreements of the City to the full extent
<br />authorized or permitted by law, and all such covenants, stipulations, obligations, representations,
<br />and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all
<br />rights, powers, and privileges conferred, and duties and liabilities imposed upon the City by the
<br />provisions of this resolution or the other documents referred to above shall be exercised or
<br />performed by the City, or by such officers, board, body, or agency as may be required or authorized
<br />by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation,
<br />representation, or agreement herein contained or contained in other documents referred to above
<br />shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any
<br />elected official, officer, agent, or employee of the City in that person's individual capacity, and
<br />neither the members of the City Council nor any officer or employee executing the Amended Series
<br />2011B Note or the Amended Series 2012B Note shall be liable personally on the Amended Series
<br />2011B Note or the Amended. Series 2012B Note or be subject to any personal liability or
<br />accountability by reason of the amendment and reissuance thereof.
<br />7. Except as herein otherwise expressly provided, nothing in this resolution, expressed
<br />or implied, is intended or shall be construed to confer upon any person, firm, or corporation, other
<br />than the City and the registered and beneficial owners of the Amended Series 2011B Note and the
<br />Amended Series 2012B Note, any right, remedy, or claim, legal or equitable, under and by reason
<br />of this resolution or any provision hereof; this resolution and all of its provisions being intended to
<br />be, and being for the sole and exclusive benefit of the City, the Lender (or subsequent registered
<br />owners of the Amended Series 2011B Note or the Amended Series 2012B Note issued or amended
<br />under the provisions of this resolution and the Loan Agreement), and the Borrower to the extent
<br />expressly provided in the Loan Agreement.
<br />8. In case any one or more of the provisions of this resolution, or of the documents
<br />mentioned herein, or of the Amended Series 2011B Note, or the Amended Series 2012B Note
<br />amended hereunder (other than provisions expressing any limitation on the liability of the City)
<br />shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any
<br />other provision of this resolution, or of the aforementioned documents, or of the Amended.
<br />Series 2011B Note, or the Amended Series 201213 Note but this resolution, the aforementioned
<br />documents, the Amended Series 2011B Note, and the Amended Series 2012B Note shall be
<br />construed and endorsed as if such illegal or invalid provisions had not been contained therein.
<br />463257y2 SEL AR200.16
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