07-08-2015 Council Packet - Laserfiche WebLink

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14. If an Event of Default (as that term is defined in the Series 2012B Loan Agreement or the Construction Loan Agreement) shall occur, then the Lender shall have the right and option, among other things, to declare the Principal Balance and accrued interest thereon immediately due and payable, whereupon the same, plus any premium or service charges, shall be due and payable, but solely from sums made available under the Series 2012B Loan Agreement, the Assignment of Loan Agreement, the First Mortgage, and the Assignment of Mortgage. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. 15. At all times after the occurrence and during the continuance of an Event of Default, interest shall accrue hereunder at a rate of interest equal to five percent (5.00%) per annum in excess of the rate of interest otherwise payable hereunder (the "Default Rate"). 16. If any payment of principal of or interest on this Note (including any payment due and payable on the Maturity Date) is not paid within ten (10) days of the due date thereof, the Borrower shall pay to the Lender a late charge equal to five percent (5.00%) of the amount of such payment. 17. The remedies of the Lender, as provided herein and in the First Mortgage, the Assignment of Mortgage, the Series 2012B Loan Agreement, and the Assignment of Loan Agreement are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively, or together, at the sole discretion of the Lender, and may be exorcised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 18. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 19. This Note has been issued without registration under state or federal or other securities laws, pursuant to an exemption from such registration requirements; and accordingly this Note may not be assigned or transferred in whole or part, nor may a participation interest in this Note be given pursuant to any participation agreement, except to another "accredited investor" or "financial institution" in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s). 20. This Note has been deemed designated by the City as a "qualified tax-exempt obligation" under Section 265(b)(3)(D) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist to happen and to be performed precedent to or in the issuance of the Series 2012B Note and the amendment thereto do exist, have happened, and have been performed in regular and due form as required by law. (The remainder of this page is intentionally left blank.) -4-