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City and its representatives concerning the terms of the Tax Increment Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Tax Increment Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (viii) the assignee or transferee has evaluated the merits and risks of investment in the Tax Increment Note and has determined that the Note is a suitable investment for the assignee or transferee in light of its overall fmancial condition and prospects, (ix) the Tax Increment Note will be characterized as a "restricted security" under the federal securities laws because the Tax Increment Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such security may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (x) no market for the Tax Increment Note exists or is intended to be developed. Section 4.10. Priority for Use of Tax Increment. Tax Increment shall be applied in the following priority: (a) First, for payment of principal and interest on any Tax Increment Bonds when due; (b) Second, the five percent (5%) administrative fee to be retained by the City on an annual basis; (c) Third, to reimburse the City for any payments which were made in the City's sole discretion, through interfund loans or otherwise, of principal or interest on any Tax Increment Bonds to prevent a default from occurring with respect to the Tax Increment Bonds; (d) Fourth, for payment of principal of and interest on any Tax Increment Notes; and (e) Fifth, for such other purposes as the City determines in accordance with the Tax Increment Act and the Plan. Section 4.11. Administration of Project Revenues. (a) The Redeveloper will administer Project Revenues and disbursements therefrom, subject to trust instruments relating to repayment of Bonds. Following the first sale of property by the Redeveloper, the Redeveloper shall deliver to the City quarterly sales reports prepared by the Redeveloper and year-end compilation financial statements which have been prepared by a certified public accountant and certified by the Redeveloper, with both types of reports to not be more limited in scope than the reports which are required to be submitted to its investors and lenders. . (b) As of the Reconciliation Date, the City shall have the right to undertake a third- party review of the Redeveloper's Project records and statements at the Redeveloper's offices during its normal business hours and upon the City providing reasonable notice. The Redeveloper shall bear the first $10,000 of the cost of any such review. 23