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Parties shall have no obligation to perform under this Agreement after the date of such automatic <br /> termination, and the contingent City Note (defined in Section 4.05 below) shall become effective. <br /> If the Developer causes a Tax Status Change, then it will repay to the City the Chapter 380 <br /> Payments provided to the Developer up to the date of termination and use all commercially <br /> reasonable efforts to require a subsequent purchaser or interest holder to reimburse the City for <br /> other outstanding obligations related to the incentives contemplated herein. <br /> Section 4.05.Designation as Enterprise Zone.The City will use its best efforts to support <br /> and approve the Land and the Project as a part of, and eligible for incentives related to, an <br /> Enterprise Zone as defined in Chapter 2303 of the Texas Government Code, <br /> Section 4.06. Loan and Security. To secure the clawback obligations contemplated in <br /> Section 4.04 that are brought about solely through a Tax Status Change caused by the Developer, <br /> the applicable 380 Payments, with the exception of any reimbursement of sales tax paid on <br /> materials on the Land prior to the opening of the Hotel, shall be additionally secured by a <br /> contingent, springing loan which comes into effect and becomes due and payable only if Developer <br /> causes a Tax Status Change. If Developer complies with the terms of Section 4.04 such that no <br /> Tax Status Change occurs, then the loan is not effective. The loan shall be evidenced by a <br /> promissory note (the "City Note")from Developer to the City as described below. The Developer <br /> shall submit the original City Note to the City for the City to hold in the event of a Tax Status <br /> Change. If no Tax Status Change occurs,then the Note shall not become effective. The parties do <br /> not intend to create a note with an obligation to be forgiven,but to create a note which will become <br /> effective, if ever, only upon the Tax Status Change. <br /> a. The City Note. Within 30 days after the effective date of this Agreement, Developer <br /> shall execute and deliver the original City Note to the City in substantially the form as shown <br /> in Exhibit"F," attached hereto and made a part hereof for all purposes. <br /> 9 <br />