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This Note shall terminate and be of no further force and effect following the Final <br />Payment Date defined above, or any date upon which the City shall have terminated the TIF <br />Assistance Agreement under Section 4.2 thereof or on the date that all principal payable <br />hereunder shall have been or deemed paid in full, whichever occurs earliest. This Note may be <br />prepaid in whole or in part at any time without penalty. <br />The City makes no representation or covenant, express or implied, that the Pledged Tax <br />Increments will be sufficient to pay, in whole or in part, the amounts which are or may become <br />due and payable hereunder. There are risk factors in the amount of Tax Increments that may <br />actually be received by the City and some of those factors are listed on the attached Exhibit 1. <br />The Registered Owner acknowledges these risk factors and understands and agrees that <br />payments by the City under this Note are subject to these and other factors. <br />The City's payment obligations hereunder shall be subject to Sections 3.11(2) and 3.12 of <br />the TIF Assistance Agreement and are further subject to the conditions that (i) no Event of <br />Default under Section 4.1 of the TIF Assistance Agreement shall have occurred and be <br />continuing at the time payment is otherwise due hereunder, and (ii) the TIF Assistance <br />Agreement shall not have been terminated pursuant to Section 4.2, and (iii) all conditions set <br />forth in Section 3.2(2) of the TIF Assistance Agreement have been satisfied as of such date. Any <br />such suspended and unpaid amounts shall become payable, if this Note has not been terminated <br />in accordance with Section 4.2 of the TIF Assistance Agreement and said Event of Default shall <br />thereafter have been cured in accordance with Section 4.2. If pursuant to the occurrence of an <br />Event of Default under the TIF Assistance Agreement the City elects, in accordance with the TIF <br />Assistance Agreement to cancel and rescind the TIF Assistance Agreement and/or this Note, the <br />City shall have no further debt or obligation under this Note whatsoever. Reference is hereby <br />made to all of the provisions of the TIF Assistance Agreement, for a fuller statement of the rights <br />and obligations of the City to pay the principal of this Note, and said provisions are hereby <br />incorporated into this Note as though set out in full herein. <br />This Note shall be payable on a pro-rata basis with the Phase Two TIF Note (as defined <br />in the TIF Assistance Agreement). <br />THIS NOTE IS A SPECIAL, LIMITED REVENUE OBLIGATION OF THE CITY <br />AND NOT A GENERAL OBLIGATION OF THE CITY AND IS PAYABLE BY THE <br />CITY ONLY FROM THE SOURCES AND SUBJECT TO THE QUALIFICATIONS <br />STATED OR REFERENCED HEREIN. THIS NOTE IS NOT A GENERAL <br />OBLIGATION OF THE CITY, AND THE FULL FAITH AND CREDIT AND TAXING <br />POWERS OF THE CITY ARE NOT PLEDGED TO THE PAYMENT OF THE <br />PRINCIPAL OF THIS NOTE AND NO PROPERTY OR OTHER ASSET OF THE CITY, <br />SAVE AND EXCEPT THE ABOVE -REFERENCED PLEDGED TAX INCREMENTS, IS <br />OR SHALL BE A SOURCE OF PAYMENT OF THE CITY'S OBLIGATIONS <br />HEREUNDER. <br />The Registered Owner shall never have or be deemed to have the right to compel any <br />exercise of any taxing power of the City or of any other public body, and neither the City nor any <br />D-2 <br />EL185-50-718703.v2 <br />