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<br />(c) Unanimous approval and execution by all Owner Communities of each of <br />the Guaranty Documents; <br /> <br />(d) Release of Chesapeake and Norfolk from their existing guaranties of <br />Wachovia Bank, National Association debt under that certain Guaranty Agreement <br />among SPSA, Chesapeake and Norfolk dated May 15, 2009 (the "Wachovia Guaranty <br />Agreement") and concurrent termination of the W achovia Guaranty Agreement; <br /> <br />(e) Release of the City, Franklin, Suffolk, Isle of Wight and Southampton <br />from their existing guaranties of the 2009 SPSA Local Bonds under that certain Guaranty <br />Agreement among SPSA, U.S. Bank National Association, the City, Franklin, Suffolk, <br />Isle of Wight and Southampton dated June 1, 2009 (the "2009 VRA Guaranty <br />Agreement") and concurrent termination of the 2009 VRA Guaranty Agreement; <br /> <br />(f) Application of the proceeds from the WTE Sale to payoff and satisfy all <br />amounts owed by SPSA to Virginia Beach (the "VB Repayment") under that certain <br />Forbearance Agreement among SPSA and Virginia Beach dated as of May 15,2009 (the <br />"Forbearance Agreement") and the concurrent termination of the Forbearance <br />Agreement; and <br /> <br />(g) Application of the proceeds from the WTE Sale remaining after the VB <br />Repayment exclusively to pay down existing indebtedness of SPSA, including the SPSA <br />Local Bonds. <br /> <br />4. Designation of City Representative. For the purposes set forth in this <br />Ordinance, the term "City Representative" shall mean the City Manager and the Chief Financial <br />Officer, either of whom may act. <br /> <br />5. Approval of Guaranty Documents. The Guaranty Documents, the forms <br />of which have been presented to this meeting, are hereby approved, and the City Representative <br />is authorized and directed to execute and deliver each of the Guaranty Documents with such <br />completions, omissions, insertions and changes as may be approved by such City Representative, <br />such execution and delivery to conclusively evidence such approval. <br /> <br />6. Further Actions. The City Representative and such officers and agents of <br />the City as the City Representative may designate are authorized and directed to take such <br />further action as they deem necessary regarding the execution and delivery of the Guaranty <br />Documents, and all such actions previously taken by such officers and agents are ratified and <br />confirmed. <br /> <br />-3- <br />