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Section 7. Servicer Authorized to Act. The Servicer is further authorized to accept the
<br />Guaranty from the Guarantor to ensure timely payment of the principal of, premium, if any, and interest
<br />on the Subordinate Note.
<br />Section 8. Disclosure Documents, The City has not participated in the preparation of any
<br />official statement or other disclosure document relating to the offer and sale of the Subordinate Note and
<br />the City assumes no responsibility for the sufficiency, accuracy, or completeness of any information set
<br />forth in any such disclosure document.
<br />Section 9. The City and Its Officers, Employees, and Agents.
<br />9.01. As required by the terms of Section 469.154 of the Act, the employees, officers, and
<br />agents of the City are hereby authorized and directed to submit an application to DEED for approval of
<br />the Project and the issuance of the Subordinate Note.
<br />9.02. Except as otherwise provided in this resolution, all rights, powers, and privileges
<br />conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this
<br />resolution or of the aforementioned documents shall be exercised or performed by the City or by such
<br />members of the City Council, or such officers, board, body, or agency thereof as may be required or
<br />authorized by law to exercise such powers and to perform such duties.
<br />9.03. No covenant, stipulation, obligation, or agreement herein contained or contained in the
<br />aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any
<br />member of the City Council of the City, or any officer, agent, or employee of the City in that person's
<br />individual capacity, and neither the City Council of the City nor any officer or employee executing the
<br />Subordinate Note shall be liable personally on the Subordinate Note or be subject to any personal liability
<br />or accountability by reason of the issuance thereof.
<br />9.04. No provision, covenant, or agreement contained in the aforementioned documents, the
<br />Subordinate Note, or in any other document relating to the Subordinate Note, and no obligation therein or
<br />herein imposed upon the City or the breach thereof, shall constitute or give rise to any pecuniary liability
<br />of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions,
<br />covenants, and representations set forth in such documents, the City has not obligated itself to pay or
<br />remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and the
<br />Servicing Agreement which are to be applied to the payment of the Subordinate Note, as provided therein
<br />and in the Servicing Agreement.
<br />9.05. Except as herein otherwise expressly provided, nothing in this resolution or in the
<br />aforementioned documents expressed or implied, is intended or shall be construed to confer upon any
<br />person or firm or corporation, other than the City or any holder of the Subordinate Note issued under the
<br />provisions of this resolution, any right, remedy, or claim, legal or equitable, under and by reason of this
<br />resolution or any provisions hereof, this resolution, the aforementioned documents and all of their
<br />provisions being intended to be and being for the sole and exclusive benefit of the City and any holders
<br />from time to time of the Subordinate Note issued under the provisions of this resolution.
<br />Section 10. Severability. In case any one or more of the provisions of this resolution, other
<br />than the provisions contained in Section 2 hereof, or of the aforementioned documents, or of the
<br />Subordinate Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or
<br />invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of
<br />the Subordinate Note, but this resolution, the aforementioned documents, and the Subordinate Note shall
<br />be construed and endorsed as if such illegal or invalid provisions had not been contained therein.
<br />433887v1 JAE MU2I0-222
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