5.1. SR 10-17-2005 - Laserfiche WebLink

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('/) The Parking Lot Note shall be a special and limited obligation of the City and not a general obligation of the City, and only Parking Lot Pledged Tax Increment shall be used to pay the principal and interest on the Parking Lot Note. If, on any Payment Date, the Parking Lot Pledged Tax Increment for the payment of the accrued and unpaid interest on the Parking Lot Note is insufficient for such purposes, the difference shall be carried fonyard, ';/ithout interest accruing thereon, and shall be paid if and to the extent that on a future Payment Date there is Parking Lot Pledged Tax Increment in excess of the amounts needed to pay the accrued interest then due on the Parking Lot Note. (vi) The City's obligation to make payments on the Parking Lot Note on any Payment Date or any date thereafter shall be conditioned upon the requirement that Vi.) there shall not at that time be an Event of Default that has occurred and is continuing under this .^...greement and (B) this .^...greement shall not have been rescinded pursuant to Section 9.1(c). (';ii) The Parking Lot Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit F. In the e';ent of any conflict bct'...,een the terms of the Parking Lot Note and the terms of this .^...greement, the terms of this .^...greement shall goyem. The issuance of the Parking Lot Note pursuant and subject to the terms of this .'\greement, and the taking by the City of such additional actions as bond counsel for the Parking Lot Note may require in connection there';;ith, are hereby authorized and approved by the City. (d) The De'/cloper understands that the Parking Lot Note v;ill not be registered or othef\vise qualified for sale under the securities lav;s and regulations of the State or under the Federal securities laws or regulations, the Parking Lot Note \vill not be listed on any stock or other securities exchange, and the Parking Lot Note '.vill not earry a rating from any rating Sef\'lce. (e) .^JlY assignment by the Developer of the Tax Increment Revenue Note must be to a single entity and must be appro'/ed in '.witing by the City. The City ackno';/ledges that the Deyeloper may, after the Profit Determination Date and the Cash Flow Determination Date, assign the Parking Lot Note to a Lender, or a Placement .^...gent, acting as the servicer of any Lender, or assign participations in the Tax Increment Reyenue Note to multiple parties (the "Participants") with one primary Noteholder and the De';eloper aeknov/ledges that the City v;ill require, as a condition of its consent to the assignment to any Lender, Plaeement .'\gent or Participant, that such Lender and any Participant be a "qualified financial institution" '.vithin the meaning of the regulations promulgated under the Securities .^...ct of 1933, as amended, and deliyer a letter of investment intent in a form satisfactory to the City or that such Placement .^...gent 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 in'/cstment intent in a form satisfactory to the City. .^JlY offering material prepared by the Developer or any Placement .'\greement in connection '.vith the Developer's assignment of the Parking Lot Note to any Lender must be revie'Ned and approved by the City; proyided that the City 'Nill make no representations or 'Narranties \vith respect to the information contained in any such offering material. I824344vRED V2 to VI; 10/12/05 36