Agenda - Council - 09/27/2011 - Special

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the entire outstanding principal balance hereof and all accrued interest and other amounts due hereon shall, at the option of the HRA and subject to the notice and cure provisions set forth in Section 13.1(c) and the Loan Agreement, become immediately due and payable, in full, provided, however that if an Event of Default described in Section 13.1 (i) or (j) occurs, all sums outstanding under Note No. 2 shall become immediately due and payable in full without notice or demand whatsoever. Section 8.5 Prepayments. Developer may prepay Note No. 2, in whole or in part, at any time and, if in part, from time to time, during the term of Note No. 2. All payments shall be applied first to the payment of accrued, unpaid late charges, then to accrued, unpaid interest, if any, with the balance, if any, applied to the reduction of principal. If Developer prepays $2,000,000.00 or more on or before the date 12 months after the date of the first disbursement of proceeds of Loan No. 2, the HRA shall forgive $250,000.00 of the principal amount of Loan No. 2, such forgiveness to be effective as of the date Developer has prepaid at least $2,000,000.00. Section 8.6 Limitations on Disbursements and Disbursement of Costs of Issuance. As set forth in the Loan Agreement, the HRA is not obligated to advance proceeds of Loan No. 2 before the later of: the date thirty (30) days after the date the HRA conveys the Development Property to Developer, the date Developer commences construction of the Minimum Improvements, as defined in Section 4.8 of the Loan Agreement or June 1, 2012; the HRA is only obligated to advance up to $1,000,000.00 of the proceeds of Loan No. 2 between the 31 day and 60 day following the HRA's conveyance of the Development Property to Developer; and the HRA is only obligated to advance up to an additional $1,000,000.00 of the proceeds of Loan No. 2 between the 61 day and 90 day following the HRA's conveyance of the Development Property to Developer. As additional consideration for Loan No. 2, Developer has agreed to pay the HRA, out of the proceeds of Loan No. 2, an amount equal to the City's Costs of Issuance. Immediately upon Developer's execution and delivery of Note No. 2 to Developer, Developer will be deemed to have authorized the HRA to, and the HRA shall make an "advance," as defined in the Development Agreement, to itself from the proceeds of Loan No. 2 in an amount equal to the Costs of Issuance. The HRA's advance to itself of an amount equal to the Costs of Issuance shall not be subject to or count against the limitations on advances set forth in this Section 8.6. Section 8.7 Credit Against Interest. Developer shall receive a credit against the interest accruing on Note No. 2 pursuant to Section 8.3 in an amount equal to 85% of any tax increments that are derived from the Development Property and paid to the City in 2014. ARTICLE IX PARKING RAMP IMPROVEMENTS Section 9.1 Parking Ramp Improvements. As a part of the City's construction of the Parking Ramp Addition pursuant to the Purchase Agreement, the City will cause its contractors to construct and install the additional improvements described on Exhibit H. Upon the City's completion of the additional improvements described on Exhibit H, Developer must reimburse the City for all costs and expenses the City incurs to construct and install the additional improvements described on Exhibit H. 2695614v12 15