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sentence are insufficient to pay principal and interest on the Note and any other amounts due under <br />the Financing Agreement, then EDA shall apply all funds received under Section 2 below to pay <br />those amounts. <br />2. City Obligations. To allow EDA to issue the Note and subject to EDA's <br />payment obligations under Section 1 herein, City shall pay to or on behalf of EDA the principal <br />and interest payments on the Note and any other amounts due under the Financing Agreement <br />(such obligations of City to be hereinafter referred to as the "Obligation "). The Obligation will be <br />secured by the full faith and credit of City, and as such, the Obligation will be a "general obligation <br />bond" within the meaning of the Public Finance Act and Section 15.2 -2600 et seq. of the Virginia <br />Code. City shall make such payments directly to Lender in accordance with the Financing <br />Agreement and the Note. City's payment of the Obligation shall be used solely as set forth in this <br />Section 2. City shall have no responsibility to make payments under this Cooperation Agreement <br />if the Note or the Financing Agreement are amended without City's consent. City shall have no <br />responsibility to make payments under this Cooperation Agreement if the Note or the Financing <br />Agreement are refinanced without City's consent. <br />3. Property Undertaking. EDA shall market the Property for private <br />development and, except as otherwise authorized by the City, the net proceeds of any sale of the <br />Property or portions thereof shall be applied to payment of the Note. <br />4. The Financing Agreement and the Note. EDA hereby agrees to enter into <br />the Financing Agreement and issue the Note to finance the costs of acquiring the Property and the <br />costs of issuing the Note. City will cooperate with EDA and assist EDA in complying with any <br />term or provision of the Financing Agreement requiring EDA to obtain and deliver or cause City <br />to deliver, to any person, firm or entity specified in the Financing Agreement, any report, <br />certification, approval or other action, or other information from City related to the Note, or the <br />Financing Agreement. <br />5. Applicable Law. This Cooperation Agreement and the performance thereof <br />shall be governed, interpreted, construed and regulated by the laws of the Commonwealth of <br />Virginia. In the event of litigation hereunder, venue shall be in the Circuit Court of City of <br />Portsmouth. <br />6. Entire Agreement. This Cooperation Agreement constitutes the final, <br />complete and exclusive written expression of the intents of the parties with respect to the subject <br />matter hereof which will supersede all previous communications, representations, agreements, <br />promises or statements. <br />7. Severability. If any one or more of the provisions contained in this <br />Cooperation Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any <br />respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, <br />and this Cooperation Agreement shall be construed as if such invalid, illegal or unenforceable <br />provision was not contained herein. <br />