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requirements and with full and accurate disclosure of all material facts to the prospective
<br />purchaser(s) or transferee(s). The City will require, as a precondition to any transfer, that the
<br />transferee provide to the City a written letter or certificate in a form satisfactory to the City and
<br />other evidence satisfactory to the City that the transferee is a qualified institutional buyer or other
<br />accredited investor under the securities laws.
<br />1.12 Issuance of New Notes. Subject to the provisions of Section 1.11, the City shall, at
<br />the request and expense of the Lender, issue a new note, in aggregate outstanding principal amount
<br />equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and
<br />the amount of the periodic installments payable thereunder, and registered in the name of the
<br />Lender or such transferee as may be designated by the Lender.
<br />Section 2. Miscellaneous.
<br />2.01. Agreements Binding. All agreements, covenants, and obligations of the City
<br />contained in this resolution and in the above -referenced documents shall be deemed to be the
<br />agreements, covenants, and obligations of the City to the full extent authorized or permitted by
<br />law, and all such agreements, covenants, and obligations shall be binding on the City and
<br />enforceable in accordance with their terms. No agreement, covenant, or obligation contained in
<br />this resolution or in the above -referenced documents shall be deemed to be an agreement,
<br />covenant, or obligation of any member of the Council, or of any officer, employee, or agent of the
<br />City in that person's individual capacity. Neither the members of the Council nor any officer
<br />executing the Notes shall be liable personally on the Notes or be subject to any personal liability
<br />or accountability by reason of the issuance of the Notes.
<br />2.02. Rights Conferred. Except as herein otherwise expressly provided, nothing in this
<br />resolution or in the Loan Agreement, expressed or implied, is intended or shall be construed to
<br />confer upon any person, firm, or corporation other than the City and the registered and beneficial
<br />owners of the Notes, any right, remedy, or claim, legal or equitable, under and by reason of this
<br />resolution or any provision hereof or of the Loan Agreement or any provision thereof, this
<br />resolution, the Loan Agreement and all of their provisions being intended to be, and being for the
<br />sole and exclusive benefit of the City and the registered and beneficial owners of the Notes issued
<br />under the provisions of this resolution and the Loan Agreement, and the Company to the extent
<br />expressly provided in the Loan Agreement.
<br />No provision, covenant, or agreement contained in the Financing Documents, the Notes or
<br />in any other document relating to the Notes, and no obligation therein or herein imposed upon the
<br />City or the breach thereof, shall constitute or give rise to any pecuniary liability of the City or any
<br />charge upon its general credit or taxing powers. In making the agreements, provisions, covenants,
<br />and representations set forth in such documents, the City has not obligated itself to pay or remit
<br />any funds or revenues, other than funds and revenues derived from the Loan Agreement which are
<br />to be applied to the payment of the Notes, as provided therein and in the Financing Documents.
<br />2.03. Validity. In case any one or more of the provisions of this resolution, or of the
<br />documents mentioned herein, or of the Notes issued hereunder shall for any reason be held to be
<br />illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution,
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