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principal of the TIF Notes shall be payable on a pay-as-you-go basis on a pro-rata basis solely <br />from the Pledged Tax Increments as provided below. The TIF Notes shall not bear interest. <br />(2) The Phase One TIF Note shall be issued, in substantially the form attached hereto <br />as Exhibit D only when: (A) the Developer shall have submitted written proof and other <br />documentation as may be reasonably satisfactory to the City of the exact nature and amount of <br />the Public Development Costs incurred by the Developer relating to the Phase One Project, <br />together with such other information or documentation as may be reasonably necessary and <br />satisfactory to the City to enable the City to substantiate the Developer's tax increment <br />expenditures for Public Development Costs in accordance with Exhibit C attached hereto and/or <br />to comply with its tax increment reporting obligations to the Commissioner of Revenue, the <br />Office of the State Auditor or other applicable official; (B) the Developer shall have obtained <br />from the City a certificate of occupancy for all residential units in the Phase One Project and a <br />certificate of occupancy; (C) the Developer shall have paid all of the City's Administrative Costs <br />required to have been paid as of such date in accordance with Section 3.3 hereof; (D) the <br />Developer shall be in material compliance with each term or provision of this Agreement <br />required to have been satisfied as of such date. The documentation provided in accordance with <br />Section 3.2(2)(A) shall include specific invoices for the particular work from the contractor or <br />other provider and shall include paid invoices, copies of remittances and/or other suitable <br />documentary proofs of the Developer's payment thereof. <br />(3) The Phase Two TIF Note shall be issued, in substantially the form attached hereto <br />as Exhibit E only when: (A) the Developer shall have submitted written proof and other <br />documentation as may be reasonably satisfactory to the City of the exact nature and amount of <br />the Public Development Costs incurred by the Developer relating to the Phase Two Project, <br />together with such other information or documentation as may be reasonably necessary and <br />satisfactory to the City to enable the City to substantiate the Developer's tax increment <br />expenditures for Public Development Costs in accordance with Exhibit C attached hereto and/or <br />to comply with its tax increment reporting obligations to the Commissioner of Revenue, the <br />Office of the State Auditor or other applicable official; (B) the Developer shall have obtained <br />from the City a certificate of occupancy for all residential units in the Phase Two Project and a <br />certificate of occupancy; (C) the Developer shall have paid all of the City's Administrative Costs <br />required to have been paid as of such date in accordance with Section 3.3 hereof; (D) the <br />Developer shall be in material compliance with each term or provision of this Agreement <br />required to have been satisfied as of such date. The documentation provided in accordance with <br />Section 3.2(3)(A) shall include specific invoices for the particular work from the contractor or <br />other provider and shall include paid invoices, copies of remittances and/or other suitable <br />documentary proofs of the Developer's payment thereof. <br />(4) The TIF Notes shall not bear interest. Principal on the TIF Notes will be payable <br />on each Phase One Payment Date and Phase Two Payment Date, respectively; however, the sole <br />source of funds required to be used for payment of the City's obligations under this Section and <br />correspondingly under the TIF Notes shall be the Pledged Tax Increments received in the <br />6-month period preceding each Phase One Payment Date or Phase Two Payment Date, <br />respectively. The TIF Notes shall be payable on a pro-rata basis. <br />8 <br />EL 185-50-718703.v2 <br />