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(c) Redeveloper Representations. The Redeveloper agrees that, with respect to any tax exempt Tax Increment Bonds, it will take no action which would in the opinion of Bond Counsel: (1) Cause any tax exempt Tax Increment Bonds to be determined to be "private activity bonds" (as defined in Sec. 141 of the Code and applicable Regulations), or (2) Cause any tax exempt Tax Increment Bonds to be determined to be "arbitrage bonds" (as defined in Sec. 148 of the Code and in applicable Regulations), or (3) Cause interest on any tax exempt Tax Increment Bonds to be includable in gross income for federal income tax purposes. Section 4.9. Assignment of Tax Increment Notes. (a) Issued Before the Reconciliation Date. Tax Increment Notes issued prior to the Reconciliation Date may not be assigned or transferred unless the City approves such assignment or transfer in its sole discretion. (b) Issued on the Reconciliation Date. The Redeveloper may assign and pledge Tax Increment Notes issued on the Reconciliation Date to secure any Construction Loan and may transfer such Tax Increment Notes to any entity controlling, controlled by or under common control with the Redeveloper. Otherwise, no such Tax Increment Note shall be assignable nor transferable without the prior written consent of the City; provided, however, that such consent shall not be unreasonably withheld or delayed if: (a) the assignee or transferee delivers to the City a written instrument acknowledging the limited nature of the City's payment obligations under the Tax Increment Note, and (b) the assignee or transferee executes and delivers to the City a certificate, in form and substance satisfactory to the City, pursuant to which, among other things, such assignee or transferee represents that (i) the Tax Increment Note is being acquired for investment for the a;;signee's or transferee's own account, not as a nominee or agent, and not with a view to -the resale or distribution of any part thereof, (ii) the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iii) the assignee or transferee is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, (iv) the assignee or transferee, either alone or with its representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Tax Increment Note and the assignee or transferee is able to bear the economic consequences thereof, (v) in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations and, to the extent believed by it to be appropriate, the assignee's or transferee's representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the City or any of its officers, employees, agents, affiliates or represent~tives with respect to the value of the Tax Increment Note, (vi) the City has made no warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of acquisition and investment in the Tax Increment Note, (vii) the assignee or transferee or its representatives has been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the 22