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Agreement and Restrictive Covenants (the “Transaction Documents”) upon terms and conditions
mutually agreeable to the Authority and the Purchaser.
3.
All of the Transaction Documents will be assigned to or assumed by the Purchaser,
including but not limited to all the contracts associated with the financing of the Project, the Tax
Certificate, Restrictive Covenants (which executed instrument shall be executed by the Purchaser
and recorded in the land records of the City) to evidence such assignment and assumption, along
with the Transaction Documents that are identified on the Project transcript attached hereto as
Exhibit D.
4.
It having been represented to the Authority that it is necessary for the Purchaser to
proceed immediately with certain actions regarding the purchase of the Project, the Authority
therefore agrees that the Purchaser may proceed to undertake actions to facilitate the purchase of
the Project, enter into contracts with respect to the purchase and improvement of the Project, and
take such other steps as it may deem appropriate in connection with the Project, provided, however,
that nothing in this Resolution shall be deemed to authorize the Purchaser to obligate the Authority
without its consent in each instance to the payment of any moneys or the performance of any acts
in connection with the Project.
5.
The Seller has represented to the Purchaser, and the Purchaser hereby shares such
information with the Authority that interest on the Bonds is intended to be generally excluded from
the gross income of the holders thereof for federal and Virginia income tax purposes, and that the
[Seller has not] and the Purchaser shall not take any actions to adversely impact the tax-exempt
status of the Bonds.
6.
All costs and expenses in connection with the purchase of the Project and the
acquisition, renovation, rehabilitation, equipping and improvement of the Project, including the
fees and expenses of the Authority, Bond Counsel, the Purchaser and its counsel; the Investor
Limited Partner and its counsel shall be paid by the Purchaser. If for any reason the Project is not
acquired by the Purchaser, it is understood that all such expenses shall be paid by the Purchaser
and that the Authority shall have no responsibility therefore.
7.
The Purchaser intends to comply with all requirements associated with the LIHTC
proceeds provided to the Seller in conjunction with the financing of the Bonds in 2019 or other
debt incurred or equity obtained to pay the costs of the Project.
8.
The acquisition of the Project by the Purchaser shall not be a general obligation
debt of the Commonwealth or any political subdivision thereof, including the Authority or the
City, and neither the Commonwealth, nor any political subdivision thereof, including the Authority
or the City, nor any officials, officers, commissioners and/or employees, past, present or future, of
any or all of them, are or shall be personally liable thereon. The Bonds, together with the premium,
if any, and the interest payable thereon, shall be a limited obligation of the Authority payable solely
by the Borrower from revenues, receipts and payments specifically pledged therefor pursuant to
the terms of the Bonds and the related financing documents. Neither the faith and credit nor the
taxing power of the Commonwealth, or any political subdivision thereof, including the City, shall
be pledged to the payment of the principal of the Bonds, the premium, if any, or the interest thereon
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