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funds become available to COUNTY. Said Loan shall be evidenced by a Promissory Note, <br />substantially in the form and content attached as Exhibit A (hereinafter the "Note" or <br />"Promissory Note"). <br />(b) Terms of the Loan. Such Loan shall be in the form of a non-interest bearing <br />Promissory Note due and payable on January 1, 2018, but which may be repaid earlier without <br />any penalty or premium. The debt shall be secured by a first lien on and pledge of all proceeds <br />of CITY's allocations of Sales Tax Proceeds received by it from the disbursements from the <br />Florida Department of Revenue until paid in full, which funds shall be held in a separate account <br />by CITY. The Note shall incorporate all of the terms and conditions set forth in this Agreement <br />and in Exhibit A. Nothing in this Agreement or the Note shall compel the ad valorem taxing <br />power of CITY or constitute a general obligation indebtedness thereon, or constitute a lien on <br />any real property or personal property assets of CITY other than the Sales Tax Proceeds. <br />(c) CITY's Obligations. <br />(1) As soon as practicable, but in no event later than the date and time agreed <br />upon for COUNTY to make delivery of the Loan proceeds to CITY, CITY shall execute and <br />deliver the Promissory Note to COUNTY. CITY shall repay the full principal amount of the <br />Note on or before January 1, 2018; provided, however, that CITY may prepay any portion or all <br />of said amount at any time prior to January 1, 2018, without premium or penalty for early <br />redemption. Subject to subsection (b) of this Section, CITY shall not owe any interest on the <br />Note so long as it is fully paid by January 1, 2018, and there is no default thereunder or under <br />this Agreement. The foregoing notwithstanding, in the event of a default in the repayment of <br />the Note principal or any material breach of this Agreement, the Note shall bear interest at <br />the maximum rate allowed by law until such default shall have been cured and until the <br />Note is repaid in full. <br />Interlocal Agreement Between Seminole County / City of Casselberry <br />Oxford Road Redevelopment Funding <br />Page 3 of 11 <br />