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2012_0910_Packet as amended
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2012_0910_Packet as amended
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(9)The Lender and the Borrower have informed the City that they have <br />agreed to certain changes in the terms of the Note. <br />(10)The form of First Amendment to Note and the form of First Amendment <br />to Loan Agreement, each between the City, the Borrower, and the Lender, proposed to be <br />entered into in order to document changes in the terms of the Note have been submitted to the <br />City Council and are on file in the office of the City Clerk (the “Note Amendment” and the <br />“Loan Agreement Amendment,” respectively). <br />SECTION 2 AUTHORIZATION OF NOTE AMENDMENT AND LOAN AGREEMENT <br />AMENDMENT. <br />2.1Approval and Execution of Note Amendment. <br />(1)The Note Amendment and Loan Agreement Amendment are made a part <br />of this Resolution as though fully set forth herein and are hereby approved in substantially the <br />form presented to the City Council. The Mayor and the City Manager are authorized and <br />directed to execute, acknowledge, and deliver the Note Amendment and Loan Agreement <br />Amendment on behalf of the City with such changes, insertions, and omissions therein as the <br />attorney to the City may hereafter deem appropriate, such execution to be conclusive evidence of <br />approval of such documents in accordance with the terms hereof. <br />(2)The Mayor and the City Manager are authorized and directed to execute <br />and deliver all other documents which may be required under the terms of the Note Amendment <br />or the Loan Agreement Amendment or by bond counsel, and to take such other action as may be <br />required or deemed appropriate for the performance of the duties imposed thereby to carry out <br />the purposes thereof. <br />(3)The Mayor and City Manager and other officers of the City are authorized <br />to furnish to the Lender, the Borrower, and bond counsel certified copies of all proceedings and <br />records of the City relating to the Note Amendment and the Loan Agreement Amendment, and <br />such other affidavits and certificates as may be required to show the facts relating to the legality <br />and marketability of the Note as such facts appear from the books and records in the officers’ <br />custody and control or as otherwise known to them; and all such certified copies, certificates, and <br />affidavits, including any heretofore furnished, shall constitute representations of the City as to <br />the truth of all statements contained therein. <br />(4)In the event that for any reason the Mayor or the City Manager are unable <br />to carry out the execution of any of the documents or other acts provided herein, any other <br />officer of the City or member of its City Council as in the opinion of the City’s attorney, are <br />authorized to act in that capacity and undertake such execution or acts on behalf of the City, shall <br />without father act or authorization execute and deliver the Note Amendment and the Loan <br />Agreement Amendment and do all things and execute all instruments and documents required to <br />be done or executed by such officers, with full force and effect, which executions or acts shall be <br />valid and binding on the City. <br />2.2No Liability of City. Nothing in this resolution or in the documents prepared <br />pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than <br /> 3 <br />4914096v1 <br /> <br />
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