04-26-2023 Council Packet - Laserfiche WebLink

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77060900v2 2 mean “covenant” and “covenants”, (v) the term “including” shall mean “including, but not limited to,” and (vi) the terms “best knowledge” or “knowledge” shall mean the actual knowledge of any Authorized Person of the Borrower after due inquiry. References to any time of the day in this Agreement shall refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. ARTICLE 2 LOAN AND PROVISIONS FOR REPAYMENT Section 2.1 Basic Loan and Repayment Terms. (a) The Governmental Lender agrees, upon the terms and conditions contained in this Agreement and the Funding Loan Agreement, to lend to the Borrower the proceeds of the Funding Loan received by the Governmental Lender from the Funding Lender. Such proceeds shall be disbursed to or on behalf of the Borrower as provided for in this Agreement and the Funding Loan Agreement. The Borrower’s obligation to repay the Borrower Loan shall be evidenced by the Borrower Note, the form of which is attached hereto as Exhibit A. The Governmental Lender hereby appoints the Funding Lender as its agent with full authority and power to act on its behalf to disburse, or cause the Fiscal Agent to disburse, the Borrower Loan for the account of the Governmental Lender, to take certain actions and exercise certain remedies with respect to the Borrower Loan, and for the other purposes set forth in this Borrower Loan Agreement and to do all other acts necessary or incidental to the performance and execution thereof. This appointment is coupled with an interest and is irrevocable except as expressly set forth herein. Accordingly, references to the rights of the Funding Lender to take actions under this Borrower Loan Agreement shall refer to Funding Lender in its role as agent of the Governmental Lender. The Funding Lender may designate Controlling Person to fulfill the rights and responsibilities granted by Governmental Lender to Funding Lender pursuant to this Section 2.1. (b) The Borrower hereby agrees to pay the Borrower Note and repay the Borrower Loan made pursuant to this Agreement by paying or causing to be paid to the Fiscal Agent for payment to the Funding Lender in immediately available funds on each Loan Payment Date (as defined in the Borrower Note). (c) Each such payment shall be made to the Fiscal Agent by deposit to such account as the Funding Lender or Controlling Person, as applicable, may designate by written notice to the Borrower. Whenever any Loan Payment Date shall be stated to be due on a day that is not a Business Day, such payment shall be due on the first Business Day immediately thereafter. In addition, the Borrower shall make payments in accordance with the Borrower Note in the amounts and at the times necessary to make all payments due and payable on the Funding Loan. All payments made by the Borrower hereunder or by the Borrower under the other Borrower Loan Documents, shall be made irrespective of, and without any deduction for, any set-offs or counterclaims, but such payment shall not constitute a waiver of any such set offs or counterclaims. (d) It is understood and agreed that the Borrower Note and all payments payable by the Borrower under this Section 2.1 are assigned by the Governmental Lender to Fiscal Agent for the benefit of the Funding Lender. The Borrower assents to such assignment. The Governmental Lender hereby directs the Borrower and the Borrower hereby agrees to pay to the Funding Lender, at the address specified in or in accordance with Section 10.1 hereof, all loan re-payments payable to the Governmental Lender pursuant to the Borrower Note and this subsection.