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to the legality of the Series 2015 Note,the Amended Series 2011A Note, and the Amended Series 2012A
<br /> Note as such facts appear from the books and records in the officers' custody and control or as otherwise
<br /> known to them; and all such certified copies, certificates and affidavits, including any heretofore
<br /> furnished, shall constitute representations of the City as to the truth of all statements contained therein.
<br /> 11. The approval hereby given to the various documents referred to above includes approval
<br /> of such additional details therein as may be necessary and appropriate and such modifications thereof,
<br /> deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the
<br /> officials authorized herein to execute said documents, which approval shall be conclusively evidenced by
<br /> the execution thereof. The Mayor, the City Administrator, and other officers and employees of the City
<br /> are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and
<br /> other written documents that may be requested by Bond Counsel, the Lender, or other persons or entities
<br /> in conjunction with the issuance of the Series 2015 Note or the amendments to the Amended Series
<br /> 2011A Note and the Amended Series 2012A Note and the expenditure of the proceeds of the Series 2015
<br /> Note. Without imposing any limitations on the scope of the preceding sentence, such officers and
<br /> employees are specifically authorized to execute and deliver a certificate relating to federal tax matters
<br /> including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the
<br /> sale of the Series 2015 Note or the delivery of the Amended Series 201 IA Note and the Amended Series
<br /> 2012A Note, a general certificate of the City, and an Information Return for Tax-Exempt Private Activity
<br /> Bonds Issues, Form 8038 (Rev. April 2011)with respect to the Series 2015 Note and the Amended Series
<br /> 2011A Note and the Amended Series 2012A Note.
<br /> 12. The City hereby approves one or more mortgages, including the Second Mortgage, one or
<br /> more guaranty agreements, one or more collateral assignments, one or more assignments of leases and
<br /> rents, one or more security agreements, and one or more security documents to be delivered by the
<br /> Borrower to secure timely payment of the Series 2015 Note, the Amended Series 2011A Note, and the
<br /> Amended Series 2012A Note, substantially in the forms to be delivered by the Borrower or related
<br /> entities.
<br /> 13. All covenants, stipulations, obligations, representations, and agreements of the City
<br /> contained in this resolution or contained in the Loan Agreement,the Assignment of Loan Agreement, or
<br /> other documents referred to above shall be deemed to be the covenants, stipulations, obligations,
<br /> representations, and agreements of the City to the full extent authorized or permitted by law, and all such
<br /> covenants, stipulations, obligations, representations, and agreements shall be binding upon the City.
<br /> Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties
<br /> and liabilities imposed upon the City by the provisions of this resolution or of the Loan Agreement, the
<br /> Assignment of Loan Agreement, 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 by
<br /> law to exercise such powers and to perform such duties. No covenant, stipulation, obligation,
<br /> representation, or agreement herein contained or contained in the Loan Agreement, the Assignment of
<br /> Loan Agreement, or other documents referred to above shall be deemed to be a covenant, stipulation,
<br /> obligation, representation, or agreement of any elected official, officer, agent, or employee of the City in
<br /> that person's individual capacity, and neither the members of the City Council nor any officer or
<br /> employee executing the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series
<br /> 2012A Note shall be liable personally on the Series 2015 Note, the Amended Series 2011A Note, or the
<br /> Amended Series 2012A Note or be subject to any personal liability or accountability by reason of the
<br /> issuance thereof.
<br /> 14. Except as herein otherwise expressly provided, nothing in this resolution or in the Loan
<br /> Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or
<br /> corporation, other than the City and the registered and beneficial owners of the Series 2015 Note and the
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