|
<br />Section 3.6. Prepayment. The City shall be entitled to prepay the Bond prior to
<br />maturity in whole or in part at any time on or after November 10, 2014, at a price as set forth in
<br />the form of Bond attached hereto as Exhibit B, plus accrued interest to the date of prepayment,
<br />plus a make whole premium determined as set forth in such form of Bond, upon written notice to
<br />the Holder given by the City not less than two (2) Business Days prior to the date fixed for
<br />prepayment. Such notice shall specify the amount of the prepayment which is to be applied.
<br />
<br />Section 3.7. Business Days. In any case where the due date of interest on or principal
<br />of the Bond is not a Business Day, then payment of such principal or interest need not be made
<br />on such date but may be made on the next succeeding Business Day, provided that credit for
<br />payments made shall not be given until the payment is actually received by the Bank.
<br />
<br />Section 3.8. Officers and Employees of the Citv Exempt from Personal Liabilitv.
<br />No recourse under or upon any obligation, covenant or agreement of this Agreement or the Bond
<br />or for any claim based thereon or otherwise in respect thereof, shall be had against any
<br />Commissioner of the City, or any officer, agent or employee, as such, of the City past, present or
<br />future, it being expressly understood (a) that the obligation of the City under this Agreement and
<br />the Bond is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is
<br />or shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of
<br />the City, or any of them, under or by reason of the obligations, covenants or agreements
<br />contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal
<br />liability of, and any and all such rights and claims against, every such Commissioner of the City,
<br />and every officer, agent, or employee, as such, of the City under or by reason of the obligations,
<br />covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived
<br />and released as a condition of, and as a consideration for, the execution of this Loan Agreement
<br />and the issuance of the Bond on the part of the City.
<br />
<br />Section 3.9. Bond Mutilated. Destroyed. Stolen or Lost. In case any Bond shall
<br />become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Bond of
<br />like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and in substitution for
<br />such mutilated Bond, or in lieu of and in substitution for the Bond destroyed, stolen or lost and
<br />upon the Holder furnishing the City proof of ownership thereof and indemnity reasonably
<br />satisfactory to the City and complying with such other reasonable regulations and conditions as
<br />the City may prescribe and paying such expenses as the City may incur. The Bond so
<br />surrendered shall be canceled.
<br />
<br />Section 3.10. Section 265 Desif!nation of Bond. The reasonably anticipated amount of
<br />tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of
<br />the Code) which have been or will be issued by the City during calendar year 2011 does not
<br />exceed $10,000,000. There are no entities which are subordinate to or which issue obligations on
<br />behalf of the City. The City hereby designates the Bond as "qualified tax-exempt obligations" for
<br />purposes of Section 265(b)(3)(B)(i) of the Code. The City hereby covenants and agrees not to
<br />take any action or to fail to take any action if such action or failure would cause the Bond to no
<br />longer be "qualified tax-exempt obligations."
<br />
<br />Section 3.11. Tax Representations. Warranties and Covenants of the Citv.
<br />Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it
<br />
<br />8
<br />
<br />MIA 182, 189,515v6 11-2-11
<br />
|