Res 2018-172/amending and restating the Trace Public Improvement District Financing Agreement

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Section 2.04. Approval and Recordation of Special Assessments through Landowner Agreement A Landowner Agreement (herein so called) in which the Owner (who was the only Landowner within the District at the time the District was created) approved and accepted the apportionment of Special Assessments and the levy of the Special Assessments by the City was entered into by the Owner and the City on October 18, 2016. The Landowner Agreement (a) evidences the Owner's intent that the Special Assessments be covenants running with the land that (i) will bind any and all current and successor owners of the Property to the Special Assessments, including applicable interest thereon, as and when due and payable thereunder and (ii) provide that subsequent purchasers of such land take their title subject to and expressly assume the terms and provisions of the Special Assessments; and (b) provides that the liens created by the levy of the Special Assessments are a first and prior lien on the Property, subject only to liens for ad valorem taxes of the State, County, City, school district, road district and special improvement district. Section 2.05 Reimbursement Of Owner-Expended Costs (a) Owner's right, title and interest into the payments of unreimbursed Actual Costs, as described herein, shall be the sole and exclusive property of Owner (or its Transferee) and no other third party shall have any claim or right to such funds unless Owner transfers its rights to its unreimbursed Actual Costs to a Transferee in writing and otherwise in accordance with the requirements set forth herein. Subject to the terms of Section 8.03 hereof, Owner has the right to convey, transfer, assign, mortgage,pledge, or otherwise encumber, in whole or in part, all or any portion of Owner's right, title, or interest under this Agreement including, but not limited to, any right, title or interest of Owner in and to payment of its unreimbursed Actual Costs (a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"). Notwithstanding the foregoing,no Transfer shall be effective until written notice of the Transfer, including the name and address of the Transferee, is provided to the City. The City may rely conclusively on any written notice of a Transfer provided by Owner without any obligation to investigate or confirm the Transfer. Section 2.06. Mandatory Prepayment Amount/2018 Annual Installment (a) Prior to the earlier of (i) the date of issuance of the Additional Major Improvement PID Bonds or(ii)August 31,2022, the Owner shall prepay Special Assessments in the amount of$2,600,000.00 that are applicable to the parcels within the Dishict identified as "Retail"and"Business Park"within the PDD (the"Mandatory Prepayment Amount"). (b) In the event the Mandatory Prepayment Amount is not paid in accordance with Section 2.06(b) above, the City shall reduce the outstanding Special Assessments on the District by $2,600,000.00 for all assessed properties within the District on a pro rata basis based on the amount of outstanding Special Assessments. (c) The payment of the Mandatory Prepayment Amount which results in a direct reimbursement to the Owner shall not count against any cap on the maximum net PID Bond proceeds as described in Section 5.01(b)of this Agreement. 6