|
87
<br />or agent, and not with a view to the resale or distribution of any part thereof, (ii) that the assignee
<br />or 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 HRA, or any of its officers,
<br />employees, agents, affiliates or representatives, with respect to the value of the Note, (vi) that the
<br />HRA has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the
<br />assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in
<br />the Note, (vii) that the assignee or transferee or its representatives have been given a full
<br />opportunity to examine all documents and to ask questions of, and to receive answers from, the
<br />HRA and its representatives concerning the terms of the Note and such other information as the
<br />assignee or transferee desires in order to evaluate the acquisition of and investment in the Note,
<br />and all such questions have been answered to the full satisfaction of the assignee or transferee,
<br />(viii) that the assignee or transferee has evaluated the merits and risks of investment in the Note
<br />and has determined that the Note is a suitable investment for the assignee or transferee in light of
<br />such party's overall financial condition and prospects, (ix) that the Note will be characterized as
<br />"restricted securities" under the federal securities laws because the Note is being acquired in a
<br />transaction not involving a public offering and that under such laws and applicable regulations
<br />such securities may not be resold without registration under the Securities Act of 1933, as
<br />amended, except in certain limited circumstances, and (x) that no market for this Note exists and
<br />no market for the Note is intended to be developed.
<br />Notwithstanding the foregoing, the Developer may assign and pledge this Note to secure
<br />any loan to finance the costs of the Project and may transfer the Note to (i) any entity controlling,
<br />controlled by or under common control with the Developer or (ii) any entity in which the
<br />majority equity interest is owned by the parties that have a majority equity interest in the
<br />Developer.
<br />This Note is issued pursuant to a resolution of the Board of the HRA and is entitled to the
<br />benefits thereof, which Resolution is incorporated herein by reference.
<br />IT IS HEREBY CER'T'IFIED AND RECITED that all acts, conditions, and things
<br />required by the Constitution and laws of the State of Minnesota to be done, to have happened,
<br />and to be performed precedent to and in the issuance of this Note have been done, have
<br />happened, and have been performed in regular and due form, time, and manner as required by
<br />law; and that this Note, together with all other indebtedness of the HRA or the City outstanding
<br />on the date hereof and on the date of its actual issuance and delivery, does not cause the
<br />indebtedness of the HRA or the City to exceed any constitutional or statutory limitation thereon.
<br />F-3
<br />
|