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(b) The Developer is acquiring the TIF Note with the intention of pledging the TIF
<br />Note to the Construction Lender. Notice must be given to the Authority prior to any such
<br />pledge. The Developer understands that the "TIF Note is not registered or otherwise qualified for
<br />sale under the securities laws and regulations of the State or under the Federal securities laws or
<br />regulations, the TIF Note is not listed on any stock or other securities exchange, and the TIF
<br />Note will not carry a rating from any rating service.
<br />Section 9.4 Assignment of TIF Note. The TIF Note shall be not assignable or
<br />transferable without the prior written consent of the Authority; provided, however, that such
<br />consent shall not be unreasonably withheld or delayed if. (a) the assignee or transferee delivers
<br />to the Authority a written instrument acknowledging the limited nature of the Authority's
<br />payment obligations under the Note, and (b) the assignee or transferee executes and delivers to
<br />the Authority a certificate, in form and substance satisfactory to the Authority, pursuant to
<br />which, among other things, such assignee or transferee represents (i) that the Note is being
<br />acquired for investment for such assignee's or transferee's own account, not as a nominee or
<br />agent, and not with a view to the resale or distribution of any part thereof, (ii) that the assignee or
<br />transferee has no present intention of selling, granting any participation in, or otherwise
<br />distributing the same, (iii) that the assignee or transferee is an "accredited investor" within the
<br />meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended, (iv) that
<br />the assignee or transferee, either alone or with such assignee's or transferee's representatives, has
<br />knowledge and experience in financial and business matters and is capable of evaluating the
<br />merits and risks of the prospective investment in the Note and the assignee or transferee is able
<br />to bear the economic consequences thereof, (v) that in making its decision to acquire the Note,
<br />the assignee or transferee has relied upon independent investigations made by the assignee or
<br />transferee and, to the extent believed by such assignee or transferee to be appropriate, the
<br />assignee's or transferee's representatives, including its own professional, tax and other advisors,
<br />and has not relied upon any representation or warranty from the Authority, or any of its officers,
<br />employees, agents, affiliates or representatives, with respect to the value of the Note, (vi) that the
<br />Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to
<br />the assignee or transferee regarding the tax consequences, if any, of the acquisition and
<br />investment in the Note, (vii) that the assignee or transferee or its representatives have been given
<br />a full opportunity to examine all documents and to ask questions of, and to receive answers from,
<br />the Authority and its representatives concerning the terms of the Note and such other information
<br />as the assignee or transferee desires in order to evaluate the acquisition of and investment in the
<br />Note, and all such questions have been answered to the full satisfaction of the assignee or
<br />transferee, (viii) that the assignee or transferee has evaluated the merits and risks of investment
<br />in the Note and has determined that the Note is a suitable investment for the assignee or
<br />transferee in light of such party's overall financial condition and prospects, (ix) that the Note will
<br />be characterized as "restricted securities" under the federal securities laws because the Note is
<br />being acquired in a transaction not involving a public offering and that under such laws and
<br />applicable regulations such securities may not be resold without registration under the Securities
<br />Act of 1933, as amended, except in certain limited circumstances, and (x) that no market for the
<br />Note exists and no market for the Note is intended to be developed.
<br />Notwithstanding the foregoing, the Developer may assign and pledge the TIF Note to
<br />secure any loan financing the costs of the Development and may transfer the TIF Note to (i) any
<br />entity controlling, controlled by or under common control with the Developer or (ii) any entity in
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