AgdaPkt 2013-05-06 - Laserfiche WebLink

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Exhibit A 6.2.C. - Page 11 City of Redwood City CONFIDENTIAL Page 5 9) City to certify that the leased property meets or exceeds the seismic building code requirements of the State of California. 10) Tax exempt interest rate will be subject to gross-up upon an event of taxability to the extent such event is prompted by an action or non-action by the City. This Obligation is being purchased by BBVA Compass under the following conditions: (i) not being registered or otherwise qualified for sale under the `Blue Sky" laws; (ii) the Lender will hold as one single debt instrument; (iii) no CUSIP numbers will be obtained for the Obligation; (iv) no official Statement or similar offering document has been prepared in connection with the private placement of this Obligation; (v) the Obligation will not close through the DTC or any similar repository and will not be in book entry form. Obligation must be able to be classified as a loan or held-to-maturity security in order to be acceptable to the Lender. TRANSACTION By execution and return of this Commitment Letter, City will be responsible for the COSTS: following, whether or not the Financing closes: (i) all of its closing costs, (ii) all out-of-pocket fees and expenses incurred by the Bank in connection with the engagement of outside counsel not to exceed $7,500 and, if applicable, any break funding fees calculated in accordance with the make-whole language (attached) (iii) City will indemnify and hold harmless the Bank and its affiliates, officers, directors, employees and agents (each an "Indemnified Person") against all claims, costs, damages, liabilities and expenses (each a"Claim") which may be incurred by or asserted against any of them in connection with this Commitment Letter, the Financing, or the matters contemplated in this Commitment Letter, and will reimburse each Indemnified Person, upon demand, for any legal or other expenses incurred in connection with investigating, defending or participating in any Claim, or any action or proceeding relating to any Claim, except for Bank's gross negligence or willful misconduct; and (iv) City and Bank waive any right to a jury trial pursuant to Section 638 of Code of Civil Procedure, in any action or proceeding brought by or against either party to the Financing. CONDITIONS The closing of the Financing will be conditioned upon: (i) the prior execution and PRECEDENT: delivery of final documents which are acceptable in form and content to the Bank and its counsel, (ii) the satisfaction of all conditions precedent in a matter satisfactory to the Bank, and (iii) the Bank's determination that there has not occurred any material adverse change in the business, condition or prospects of City. In addition, the closing of the Financing will be conditioned upon the Bank's receipt or completion, as applicable, of the following, each of which must be satisfactory to the Bank in form and substance: • Opinion addressed to the Bank, from counsel to City reasonably acceptable to the Bank, setting forth such opinions as the Bank may require, including opinions concerning the legal status of City, the due authorization, execution and delivery of the financing documents, the enforceability of the financing documents, no conflict with law, no litigation, and the receipt of all necessary governmental approvals.