5.1. HRSR 12-06-2004 - Laserfiche WebLink

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1 (vii) The Parking Lot Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit F. In the event of any conflict between A the terms of the Parking Lot Note and the terms of this Agreement, the terms of this Agreement shall govern. The issuance of the Parking Lot Note pursuant and subject to the terms of this Agreement, and the taking by the City of such additional actions as bond counsel for the Parking Lot Note may require in connection therewith, are hereby authorized and approved by the City. (d) The Developer understands that the Parking Lot Note will not be registered or otherwise qualified for sale under the securities laws and regulations of the.State or under the Federal securities laws or regulations, the Parking Lot Note will not be listed on any stock or other securities exchange, and the Parking Lot Note will not carry a rating from any rating service. (e) Any assignment by the Developer of the Tax Increment Revenue Note must be to a single entity and must be approved in writing by the City. The City acknowledges that the Developer may, after the Profit Determination Date and the Cash Flow Determination Date, assign the Parking Lot Note to a Lender, or a Placement Agent, acting as the servicer of any Lender, or assign participations in the Tax Increment Revenue Note to multiple parties (the, "Participants") with one primary Noteholder and the Developer acknowledges that the City will require, as a condition of its consent to the assignment to any Lender, Placement Agent or Participant, that such Lender and any Participant be a "qualified financial institution" within the meaning of the regulations promulgated under the Securities Act of 1933, as amended, and deliver a letter of investment intent in a form satisfactory to the City or that such Placement Agent represent that it will not sell or grant participation in the Parking Lot Note in amounts less than $100,000 or to any entity that is not a "qualified financial institution" or without obtaining a letter of investment intent in a form satisfactory to the City. Any offering material prepared by the Developer or any Placement Agreement in connection with the Developer's assignment of the Parking Lot Note to any Lender must be reviewed and approved by the City; provided that the City will make no representations or warranties with respect to the information contained in any • such offering material. (f) If and to the extent Available Tax Increments collected in any year are in excess of the Parking Lot Pledged Tax Increment, the excess shall be retained by the City. • 1674205v8 34