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shall be dated as of the Effective Date and executed by Owner substantially in the form <br />attached hereto as Exhibit C. Provided that Owner has complied with all conditions set <br />forth in Section 2.3, the Loan Proceeds shall be disbursed in accordance with Section <br />2.2 hereof. The Parties agree that the City shall disburse Loan Proceeds only for and to <br />the extent necessary for the purposes set forth in Section 2.1. <br />1.2 INTEREST RATE; REPAYMENT; LOAN FORGIVENESS. The <br />outstanding principal balance of the Note shall bear interest at the rate of three percent <br />(3%) simple interest per annum. Provided that Owner is not in default under the Loan <br />Documents, no payments shall be due on the Loan. The entire outstanding principal <br />balance of the Loan together with accrued interest and all other sums due under the <br />Loan Documents shall be payable in full upon the occurrence of an Event of Default. <br />1.2.1 LOAN FORGIVENESS. One hundred and eighty (180) days after the <br />Effective Date, the entire outstanding balance of the Loan, together with accrued <br />interest, shall be forgiven, provided that no Event of Default has arisen under the Loan <br />Documents. <br />1.3 PREPAYMENT. The Note or any portion of the outstanding principal <br />balance due under the Note may be prepaid at any time and from time to time, without <br />penalty or premium. Any prepayment of principal must be accompanied by interest <br />accrued but unpaid to the date of receipt of prepayment. Prepayments shall be applied <br />first to accrued but unpaid interest and then to principal. In no event shall any amount <br />due under the Note become subject to any rights of offset, deduction or counterclaim on <br />the part of Owner. <br />ARTICLE II <br />USE AND DISBURSEMENT OF PROCEEDS <br />2.1 USE OF PROCEEDS. Owner shall use the proceeds of the Loan (“Loan <br />Proceeds”) solely and exclusively to pay for costs billed to Owner by third-parties in <br />connection with the construction of the Project (as described in Exhibit A) and such <br />other costs related to the Project as City may approve in writing. <br />2.2 DISBURSEMENT OF PROCEEDS. Upon satisfaction of the conditions <br />set forth in Section 2.3, and delivery of copies of bills and invoices from third parties City <br />shall disburse Loan Proceeds to Owner . <br />2.3 CONDITIONS PRECEDENT TO DISBURSEMENT OF PROCEEDS. <br />City’s obligation to disburse the Loan Proceeds is conditioned upon the <br />satisfaction of all of the following conditions: <br />(a) Owner’s delivery to City of each of the following documents, fully- <br />executed and acknowledged as applicable: (i) the Note, (ii) copies of bills, invoices, etc. <br />from third parties and (iii) this Agreement; <br />Public Wi-Fi Installation <br />Loan Agreement <br /> <br />4