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EXHIBIT D THIS IS AN INSTRUMENT OF LIMITED ASSIGNABILITY CITY OF UNIVERSITY CITY, MISSOURI TAX INCREMENT ANTICIPATION NOTE THE CITY OF UNIVERSITY CITY, MISSOURI, on this day of , 19 , for value received, promises to pay to The Boatmen's National Bank of St. Louis (the "Holder") the sum of One Hundred Ninety Thousand and no/100 Dollars ($190,000.00), with simple, non-cumulative interest at the rate of 10.0% per annum on outstanding balances from the date of receipts calculated on the basis of a 365-day year and actual days elapsed. This promise to pay is payable solely from the Net Proceeds (as hereinafter defined) generated by the Plan (as hereinafter defined) for the Area (as hereinafter defined), and deposited in the Westover Subaccount of the Special Allocation Fund created by Ordinances No. 5686 and , enacted by the University City Council on November 21, 1988 and , 1990, respectively (collectively the "Plan Ordinance"), and from no other revenue or property of the City of University City, it being understood that this instrument is not the general obligation of the City of University City, St. Louis County, the State of Missouri or any political subdivision thereof, nor of any officer or employee thereof, and it being further understood that this Note is issued in connection with the City of University City's Olive Boulevard Central Tax Increment Finance District Redevelopment Plan for redevelopment of part of the City of University City through tax increment financing (the "Plan"), as approved in the Plan Ordinance. For the purpose of the foregoing promise to pay, the Net Proceeds of the Westover Subaccount of the Special Allocation Fund are those payments in lieu of taxes (as defined in S 99.805(7) and S 99,845, R.S. Mo.) attributable to the increase in the current equalized assessed valuation of all taxable lots, blocks, tracts, and parcels of real property for that portion of the redevelopment project area, as defined in Ordinance No. 5687 enacted by the University City Council on November 21, 1988 and by Ordinance No. enacted , (collectively the "Area Ordinance") redeveloped by Westover Center Partnership ("Westover") and legally described on Exhibit A hereto (the "Area") over and above the certified total initial equalized assessed value of such property (as provided for by S 99,855, R.S. Mo.) in the Area, less the costs of collection charged by St. Louis County for collection (the "Net Proceeds"), all as more particularly set forth in Ordinance No. 5687. Net Proceeds do not include any such amount paid under protest until the protest is withdrawn or resolved against the taxpayer, nor do Net Proceeds include any sum received by the City of University City STL-7252