4.2.A. SR 12-06-2004 - Laserfiche WebLink

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Tax Increment Revenue Note, the amount of the Pledged Tax Increment received by the City during the preceding 6 months. All such payments shall be applied first to accrued interest and then to reduce the principal ofthe Note. (v) The Tax Increment Revenue Note shall be a special and limited obligation of the City and not a general obligation of the City, and only Pledged Tax Increment shall be used to pay the principal and interest on the Tax Increment Revenue Note. If, on any Payment Date, the Pledged Tax Increment for the payment of the accrued and unpaid interest on the Tax Increment Revenue Note is insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Payment Date there is Pledged Tax Increment in excess of the amounts needed to pay the accrued interest then due on the Tax Increment Revenue Note. (vi) The City's obligation to make payments on the Tax Increment Revenue Note on any Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 9.4( c). (vii) The Tax Increment Revenue Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit E. In the event of any conflict between the terms of the Tax Increment Revenue Note and the terms of this Agreement, the terms of this Agreement shall govern. The issuance of the Tax Increment Revenue 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 Tax Increment Revenue Note may require in connection therewith, are hereby authorized and approved by the City. (b) The Developer understands that the Tax Increment Revenue 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 Tax Increment Revenue Note will not be listed on any stock or other securities exchange, and the Tax Increment Revenue Note will not carry a rating from any rating service. (c) Any assigrnnent 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 Tax Increment Revenue 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 assigrnnent to any Lender, Placement Agent or Participant, that such Lender and each 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 Tax Increment Revenue 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 1674205v8 27