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document which may be necessary, appropriate or desirable to consummate the transactions
<br /> contemplated by the Loan Agreement and this ordinance, and their execution is hereby confirmed
<br /> on behalf of the City. The Mayor, Controller and Clerk are authorized to arrange for the delivery
<br /> of such Series 2024 Note to the Borrower,payment for which will be made in the manner set forth
<br /> in the Loan Agreement. The Mayor, Controller and Clerk may, by their execution of the Loan
<br /> Agreement and any other documents requiring their signatures and imprinting of their facsimile
<br /> signatures thereon, approve any and all such changes therein and also in the Loan Agreement and
<br /> any other documents without further approval of this Common Council or the Commission if such
<br /> changes do not affect terms set forth in Sections 27(a)(1)through and including(a)(10) of the Act.
<br /> Section 5. The provisions of this ordinance and the Loan Agreement shall constitute a
<br /> contract binding between the City and the Borrower.
<br /> Section 6. The Mayor, Controller or Clerk, or any other officer having responsibility
<br /> with respect to the making of the Loan, evidenced by the Series 2024 Note, are authorized and
<br /> directed, alone or in conjunction with any of the foregoing, or with any other officer, employee,
<br /> consultant or agent of the City,to deliver a certificate for inclusion in the transcript of proceedings
<br /> for the Series 2024 Note, setting forth the facts, estimates and circumstances and reasonable
<br /> expectations pertaining to the use of the Loan as of the funding date thereof.
<br /> Section 7. No recourse under or upon any obligation, covenant, acceptance or
<br /> agreement contained in this ordinance, the Loan Agreement or under any judgment obtained
<br /> against the City, including without limitation the Commission or Redevelopment Commission, or
<br /> by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any
<br /> constitution or statute or otherwise, or under any circumstances,under or independent of the Loan
<br /> Agreement, shall be had against any member,director,or officer or attorney,as such,past,present,
<br /> or future, of the City, including without limitation the Commission or Redevelopment
<br /> Commission, either directly or through the City, or otherwise, for the payment for or to the City
<br /> of any sum that may remain due and unpaid by the City upon any of such Series 2024 Note. Any
<br /> and all personal liability of every nature, whether at common law or in equity, or by statute or by
<br /> constitution or otherwise, of any such member, director, or officer or attorney, as such, to respond
<br /> by reason of any act or omission on his or her part or otherwise for, directly or indirectly, the
<br /> payment for or to the City or any receiver thereof, or for or to any owner or holder of any sum that
<br /> may remain due and unpaid upon the Series 2024 Note hereby secured shall be expressly waived
<br /> - 4 -
<br /> 4871-7797-5184.1
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