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5. Limitation of Liability. The Bonds shall be special,limited revenue obligations of the City
<br /> payable solely from the revenues provided by the Borrower pursuant to the Loan Agreement and other
<br /> funds pledged pursuant to the applicable Financing Documents(as defined below);the City does not pledge
<br /> its general credit or taxing powers or any funds of the City to the payment of the Bonds.
<br /> No provision,covenant or agreement contained in the aforementioned documents,the Bonds,or in
<br /> any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or the
<br /> breach thereof, shall constitute or give rise to a general or moral obligation of the City or any pecuniary
<br /> liability of the City or any charge upon its general credit or taxing powers. In making the agreements,
<br /> provisions, covenants, and representations set forth in such documents,the City has not obligated itself to
<br /> pay or remit any funds or revenues,other than funds and revenues derived from the Loan Agreement which
<br /> are to be applied to the payment of the Bonds,as provided therein and as assigned to the Trustee,under the
<br /> Indenture.
<br /> 6. Approval of Housing Program; Compliance with Certain Rental and OccupancX
<br /> Restrictions as to the Project. The Housing Program is hereby adopted,ratified,and approved in all respects
<br /> without amendment. The City Administrator is hereby authorized to do all other things and take all other
<br /> actions as may be necessary or appropriate to carry out the Housing Program in accordance with the Act
<br /> and any other applicable laws and regulations. To ensure compliance with certain rental and occupancy
<br /> restrictions imposed by the Act and Section 142(d) of the Code and to ensure compliance with certain
<br /> restrictions imposed by the City,the Project will be subject to a Regulatory Agreement,dated as of or after
<br /> December 1,2024(the"Regulatory Agreement"),among the City,the Borrower, and the Trustee.
<br /> 7. Approval of Financing Documents; Execution. The City Officials are hereby authorized
<br /> and directed to execute and deliver the Indenture, the Loan Agreement, the Bonds, the Bond Purchase
<br /> Agreement, the Regulatory Agreement, the Assignment of Note, the Amended and Restated Assignment
<br /> of Note,the Forward Bond Purchase Agreement and the Joint Powers Agreement(collectively,the "Bond
<br /> Documents"). In addition,the City Officials are hereby authorized and directed to execute and deliver any
<br /> consents or such other documents and certificates as are necessary or appropriate in connection with the
<br /> issuance, sale, and delivery of the Bonds, including without limitation various certificates of the City, one
<br /> or more assignments of mortgages, the Information Return for Tax-Exempt Private Activity Bond Issues,
<br /> Form 8038, a letter prepared in accordance with Section 42(m)(2)(D) of the Code evidencing the
<br /> determination of the City, as the issuer of the Bonds,based on conclusions of a third party analyst,that the
<br /> amount of tax credits to be allocated to the Project will not exceed the amount necessary for the financial
<br /> feasibility of the Project and its viability as a qualified low-income housing project, a certificate as to
<br /> arbitrage and rebate and similar documents,so long as City staff and legal counsel approve such documents
<br /> (together with the Bond Documents,the"Financing Documents").
<br /> All of the provisions of the Financing Documents, when executed and delivered as authorized
<br /> herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated
<br /> verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The
<br /> Financing Documents shall be substantially in the forms currently on file with the City, which are hereby
<br /> approved, with such necessary and appropriate variations, omissions and insertions as do not materially
<br /> change the substance thereof,and as the City Officials,in their discretion,shall determine,and the execution
<br /> thereof by the City Officials shall be conclusive evidence of such determination. The City Officials are
<br /> authorized and directed to execute any additional documents deemed necessary to carry out the intentions
<br /> of this resolution and to complete the financing described herein, so long as City staff and legal counsel
<br /> approve such documents.
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<br /> SA130-295-988488.v2
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