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9. Nature of Issuer's Obligations. All covenants, stipulations, obligations,
<br /> representations, and agreements of the Issuer contained in this Resolution or contained in the
<br /> aforementioned documents shall be deemed to be the covenants, stipulations, obligations,
<br /> representations, and agreements of the Issuer to the full extent authorized or permitted by law,
<br /> and all such covenants, stipulations, obligations, representations, and agreements shall be
<br /> binding upon the Issuer. Except as otherwise provided in this Resolution, all rights, powers, and
<br /> privileges conferred, and duties and liabilities imposed upon the Issuer by the provisions of this
<br /> Resolution or of the aforementioned documents shall be exercised or performed by such officers
<br /> or agents as may be required or authorized by law to exercise such powers and to perform such
<br /> duties. No covenant, stipulation, obligation, representation, or agreement herein contained or
<br /> contained in the documents referred to above shall be deemed to be a covenant, stipulation,
<br /> obligation, representation, or agreement of any member of the City Council, or any officer,
<br /> agent, or employee of the Issuer in that person's individual capacity, and neither shall any
<br /> member of the City Council nor any officer or employee executing the Bonds or such documents
<br /> be liable personally on the Bonds or be subject to any representation, personal liability or
<br /> accountability by reason of the issuance thereof. No provision, representation, covenant or
<br /> agreement contained in the Bonds, this Resolution or in any other document related to the Bonds,
<br /> and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute
<br /> or give rise to a general or moral obligation, or indebtedness or pecuniary liability of the Issuer
<br /> or any charge upon its general credit or taxing powers. In making the agreements, provisions,
<br /> covenants and representations set forth in the Bonds or in any other document related to the
<br /> Bonds, the Issuer has not obligated to pay or remit any funds or revenues, except for revenues
<br /> derived from the Loan Agreement that are pledged to the payment of the Bonds.
<br /> 10. Authorized Officers. The Bonds and the documents referred to herein are
<br /> authorized to be executed on behalf of the Issuer by either the Mayor and the City Clerk;
<br /> provided, however, that in the event that either the Mayor or the City Clerk shall be unavailable
<br /> or for any reason be unable to execute the Bonds or any other document to be entered into by the
<br /> Issuer in connection therewith, any other officer of the Issuer is hereby authorized to act in that
<br /> capacity and undertake such execution or acts on behalf of the Issuer.
<br /> 11. Qualified Tax-Exempt Obligations. Pursuant to Section 265(b)(3) of the Internal
<br /> Revenue Code of 1986, as amended (the "Code"), the City hereby designates the Bonds as
<br /> "qualified tax-exempt obligations,"within the meaning of Section 265(b)(3) of the Code. The
<br /> Bonds are to be issued on behalf of an organization described in Section 501(c)(3) of the Code
<br /> and are to be issued as "qualified 501(c)(3) bonds"under Section 145 of the Code. The City,
<br /> together with all subordinate entities thereof, does not reasonably expect to issue tax-exempt
<br /> obligations, including the Bonds (other than private activity bonds not constituting "qualified
<br /> 501(c)(3)bonds"), which, when added together with all such obligations heretofore issued by the
<br /> City in calendar year 2015, will be in an aggregate amount exceeding $10,000,000 in the current
<br /> calendar year.
<br /> 12. Definitions and Interpretation. Terms not otherwise defined in this Resolution but
<br /> defined in the form of Loan Agreement or Indenture now on file shall have the same meanings in
<br /> this Resolution and shall be interpreted herein as provided therein. Notices may be given as
<br /> provided in the Loan Agreement. In case any provision of this Resolution is for any reason
<br /> illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the
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