06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 28 ARTICLE III INTEREST RATE, PAYMENT AND PREPAYMENT OF GOVERNMENTAL NOTE Section 3.1 Origination, Maturity Date and Authorized Amount of Governmental Note. The Funding Loan shall be originated on the Closing Date and shall mature on the Maturity Date at which time the entire principal amount, to the extent not previously paid, and all accrued and unpaid interest, shall be due and payable. The total principal amount of the Funding Loan is hereby expressly limited to the Authorized Amount. Section 3.2 Principal and Interest Payments. (a) Interest shall be paid on the outstanding principal amount of the Governmental Note at the rate or rates set forth in the Borrower Note and otherwise as set forth in the Borrower Loan Agreement. (b) The outstanding principal amount of the Governmental Note and of the Funding Loan as of any given date shall be the total amount advanced by the Funding Lender to Fiscal Agent for the account of the Governmental Lender to fund corresponding advances under the Borrower Loan Agreement as proceeds of the Borrower Loan, less any payments of principal of the Governmental Note previously received upon payment of corresponding principal amounts under the Borrower Note, including regularly scheduled principal payments and voluntary and mandatory prepayments. The Fiscal Agent shall keep a record of all principal advances and principal repayments made under the Governmental Note and shall upon written request provide the Governmental Lender with a statement of the outstanding principal balance of the Governmental Note and the Funding Loan. (c) The payment or prepayment of principal, interest and premium, if any, due on the Funding Loan and the Governmental Note shall be identical with and shall be made on the same dates, terms and conditions, as the principal, interest, premiums, late payment fees and other amounts due on the Borrower Note. Any payment or prepayment made by the Borrower of principal, interest, premium, if any, due on the Borrower Note shall be deemed to be like payments or prepayments of principal, interest and premium, if any, due on the Funding Loan and the Governmental Note. (d) All payments on the Governmental Note shall be payable in lawful currency of the United States. Section 3.3 Draw-Down Funding. The Funding Loan is originated on a draw-down basis. The proceeds of the Funding Loan shall be advanced by the Funding Lender directly to the Fiscal Agent for the account of the Governmental Lender on the dates and in the amounts specified on the Schedule of Financial Terms attached hereto for subsequent disbursement to the Borrower as and when needed to make each advance in accordance with the disbursement provisions of the Borrower Loan Agreement. Upon each advance of the Funding Loan a like amount of principal under the Borrower Note shall be deemed concurrently and simultaneously advanced under the Borrower Note, including the initial advance of at least $51,000, regardless if such amounts are disbursed to Borrower under the Borrower Loan Agreement. Notwithstanding anything in this Funding Loan Agreement to the contrary, no additional amounts of the Funding Loan may be drawn down and funded hereunder after December 31, 2025; provided, however, that upon the delivery of a Favorable Opinion of Tax Counsel to the Governmental Lender, the Fiscal Agent and the Funding Lender such date may be changed to a later date as specified in such Favorable Opinion of Tax Counsel. The Governmental Lender has reviewed and approved the form of Contingency Draw-Down Agreement and consents to the terms thereof and agrees to take all actions reasonably required of the Governmental Lender in connection with the conversion of the Funding Loan to a fully drawn loan pursuant