Resolution - #85-227 - 12/17/1985

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officers, employees or agents. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon, or to enforce payment thereof against any property of the City other than the revenues pledged under the Pledge Agreement; and the Note shall not oonstitute a charge, lien or enc~brance, legal or equitable, upon any property of the City; and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; but nothing in the Act impairs the rights of the Lender to enforce the covenants made for the security thereof as provided in this Resolution, the Loan Agreement, the Pledge Agreement, the Mortgage, the Assignment of Leases and Rents, the Construction Loan Agre~nent, the Guaranty, the Security Agreement and in the Act, any by authority of the Act the City has made the covenants and agreements herein for the benefit of the Lender; provided that in any event, the agreement of the City to perform or enforce the covenants and other provisions contained in the Note, the Loan Agreement, the Pledge Agreement and the Construction Loan Agreement shall be subject at all times to the availability of revenues under the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. 3-5. ~rea6rvation _of ~a_w ..E.~mpt ~_~a.~Us of fha .~9_ ~. (1) In order to preserve the tax exempt status of the Note, the City covenants that it shall take such actions as are required and within their reasonable control to prevent the interest on the Note from becoming taxable for federal income tax purposes for the owners thereof (other than any owner who is a "substantial user" or "related person thereto" within the meaning of Section 103(b) of the Code) including but not limited to taking all actions required of it under Seciton 103(c)(6) of the Code. To this end, the City shall: (A) cause the Borrower to maintain records identifying all "gross proceeds" attributable to the Note, the yield at which such gross proceeds are invested, any arbitrage profit derived therefrom, and any earnings derived from the investment of such arbitrage profit; (B) make and maintain on file all annual determinations of the amount, if any, of excess arbitrage required to be rebated to the United States; (C) rebate to the United States at least once every five years the amount, if any, which is required to be rebated to the United States, including the last installment which shall be made no later than 30 days after the day on which the Note is paid in full; (D) not invest "gross proceeds" in any acquired nonpurpose obligations so as to deflect arbitrage otherwise payable to the United States as a "prohibited payment" to a third party; (E) refrain from investing any "gross proceeds" allocable to the Note in acquired nonpurpose obligations at a yield in excess of the yield on the Note to the extent such gross proceeds exceed in any calendar year more than 150% of the debt service requirements for the Note in that calendar year; and (F) retain on file all records of the annual determination of the rebate 9