Multifamily Housing Revenue Bonds (Raintree Point Associates LTD Project)

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shall bear interest at such rates as shall be determined in • accordance with the applicable provisions of the Indenture, as amended, which provisions are hereby specifically approved by the City. The Bonds shall mature as provided in the Indenture, as amended. The Bonds shall be subject to redemption or prepayment prior to maturity as provided in the Indenture, as amended. The Bonds shall be a limited obligation of the City in accordance with the Indenture and shall not constitue a general obligation of the City. SECTION 3 . Approval of Supplemental Indenture and Amendment to Loan Agreement . The forms of the First Supplemental Trust Indenture (the "Supplemental Indenture" ) and First Amendment to Loan Agreement (the "Amendment to Loan Agreement" ) and Second Amendment to Contract for Sale for Private Placement ( "Sale Amendment" ) on file with the Clerk of the Council (the "Clerk" ) are hereby approved. National Bank of Commerce shall signify its acceptance of such documents by executing and delivering the Supplemental Indenture . Two copies of the Supplemental Indenture, Amendment to Loan Agreement and Sale Amendment are on file in the office of the Clerk for public inspection. SECTION 4 . Execution and Delivery of Documents and Changes Therein. The Mayor of the City (the "Mayor" ) and the Clerk are hereby authorized to execute and deliver the Supplemental Inden- ture, Amendment to Loan Agreement, and Sale Amendment in substan- tially the form approved, with such changes and insertions in such documents as may be necessary or desirable, permitted by the Act and otherwise by law, and not materially adverse to the City. SECTION 5. Remarketing and Purchase of Bonds. On the Initial Conversion Date, the Bonds shall be remarketed and purchased by or on behalf of the City and the Sponsor. To the extent that proceeds of the remarketing of the Bonds are insufficient to purchase all Bonds on the Initial Conversion Date, all Bonds shall be redeemed on the Initial Conversion Date. The Mayor and Clerk shall execute, seal and deliver the Bonds in substantially the form set forth as an Exhibit to the Supple- mental Indenture upon the receipt by the Trustee of proceeds sufficient to purchase all or a portion of the Bonds on the Initial Conversion Date. The signatures of the Mayor and Clerk on the Bonds may be manual or facsimile signatures . SECTION 6. Approval of Filings and Submissions With Other Governmental Agencies . The Mayor and the Clerk, members, staff and counsel for the City, or any of them, are authorized on behalf of the City to apply for such rulings, orders and approvals and file or submit such elections or other documents to any governmental agency, in order that the Bonds may be validly remarketed and purchased on the Initial Conversion Date and so that the interest thereon shall be excludable from the calcula- tion of gross income of the holders thereof for federal income tax purposes, and execute such powers of attorney as may be appropriate in connection with the foregoing. - 3 -