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7163RESOLUTION NO. 7,163 A RESOLUTION ACKNOWLEDGING AND CONSENTING TO A LEASEHOLD MORTGAGE GRANTED BY LITTLE ROCK MOTELS NO. 1, LTD., A TEXAS LIMITED PARTNER- SHIP, AS MORTGAGOR, TO WORTHEN BANK & TRUST COMPANY, N.A., AS MORTGAGEE; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONSENT TO LEASEHOLD MORTGAGE AGREEMENT AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, pursuant to Ordinance No. 14,170 of the Ordinances of the City of Little Rock adopted December 3, 1981, the Board of Directors of the City authorized the issuance of its Tourism Revenue Bonds (Little Rock Motels No. 1, Ltd. - Holiday Inn Project) Series 1982 (the "Bonds ") for the purpose of providing funds for the acquisition, construction and equipping of a motel and related tourism facilities (the "Project ") which was leased to Little Rock Motels No. 1, Ltd., a Texas limited partnership, (the "Partnership ") pursuant to the terms of a certain Lease and Agreement dated as of April 21, 1982 (the "Lease and Agreement '') by and between the City, as Lessor,- and the Partnership, as Lessee; WHEREAS, on May 26, 1982, the City issued,-.and delivered the Bonds to the Merrill Lynch Bond Fund (the "Purchaser '') in the original aggregate principal amount of Six Million Nine Hundred Thousand Dollars ($6,900,000); WHEREAS, the Bonds are secured by a certain Trust Indenture dated as of April 21, 1982 (the "Indenture ") by and between the City and Union National Bank of Little Rock, Little Rock, Arkansas, as Trustee (the "Trustee ") . The Bonds are further secured by a certain letter of credit (the "Letter of Credit ") issued by Wells Fargo Bank, N.A., (the "Bank "); WHEREAS, the Partnership has made application to Worthen Bank & Trust Company, N.A., Little Rock, Arkansas (the "Lender ") for a loan of additional funds which will be used to complete construction of the Project and for other enhancements thereto; the loan to be secured in part by a mortgage against the Partnership's interest under the Lease and Agreement in favor of the Lender; WHEREAS, the Partnership and the Lender desire to obtain the prior written consent of the City, the Trustee, the Purchaser and the Bank before completing the loan transaction; 87 2s is 6 = M a M = = — r WHEREAS, the City acknowledges the intention of the Partnership and the Lender to enter into the loan transaction and the City finds that the approval of and consent to the granting of the leasehold mortgage by the Partnership will facilitate the completion of the Project and will encourage the enhancement and further development of tourism within the City. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: Section 1. That the City hereby acknowledges and consents to the granting by the Partnership, as Mortgagor, to the Lender, as Mortgagee, of a leasehold mortgage against the Partnership's interest in the Project as set forth in detail pursuant to the terms of the Lease and Agreement. Section 2. That, subject to the approval of the Director of Finance and the City Attorney, the Mayor and the City Clerk are hereby authorized to execute and deliver the Consent to Leasehold Mortgage Agreement and such other documents and certificates as may be necessary to effect the City's approval of the transaction. Furthermore, the Mayor and the City Clerk are hereby authorized to do all things necessary to effect and carry out the intention of the City as set forth in this Resolution. Section 3. That such approval of and consent to the Leasehold Mortgage is conditioned upon receipt by the City of documents and other evidence satisfactory to the Director of Finance and the City Attorney that: (a) the interest of the Lender as set forth pursuant to the Leasehold Mortgage is fully subordinate and inferior to the respective interests of the City, the Purchaser and the Bank; (b) that the respective rights and interests of the City, the Purchaser and the Bank remain unimpaired by the Partnership's execution and delivery of the Leasehold Mortgage to the Lender; (c) that neither the granting of the Leasehold Mortgage by the Partnership, nor the expenditure of funds derived . from the loan made pursuant thereto will impair or jeopardize the tax - exempt status of the Bonds; and (d) such other assurances, documents as the Director of reasonably require. VA certifications, opinions and Finance and City Attorney may M M M M Ma O m MM m ra w M M Section 4. The provisions of this Resolution shall be in effect from and after the approval hereof. APPROVED this 20th day of March, 1984. ATTEST: Cit Clerk idrVe Czech (SEAL) Mayor J. W. BeffafielcF 3 89