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Finance SIB #S2012-005-01 <br />SuRRMA — (Paris District) <br />WHEREAS, the Texas Transportation Commission, in Minute Order No. 113089 <br />dated April 26, 2012 granted preliminary approval, and in Minute Order No. 113119 dated <br />May 31, 2012 (Exhibit C), granted final approval of an application from the Authority to <br />borrow up to Four Million Four Hundred Twenty-Eight Thousand Thirty-Nine Dollars <br />($4,428,039.00) from the SIB, and authorized the Executive Director of the Department or <br />his designee to enter into one or more fnancial assistance agreements with the Authority <br />to finance the costs of right-of-way acquisition and utility reiocation for the Project; and <br />WHEREAS, the Authority and the Department will enter into two SIB loan <br />agreements (this Agreement, "SIB Loan No. 1°) and an agreement with respect to SIB <br />Loan No. S20'12-006-02 ("SIB Loan No. 2", collectively with SIB Loan No. 1, the °SIB <br />Loans")) to more easily and efficiently permit the prepayment of SIB Loan No. 1 by the <br />Authority on behalf of certain SIB Loan Partiapants; <br />NOW, THEREFORE, the State and the Authority agree as follows: <br />AGREEMENT <br />Article 1. Financial Assistance <br />A. The State will lend the Authority One Million Four Hundred Twenty-Six Thousand <br />Eight Hundred Thirteen Dollars ($1,426�813.00) ("SIB Loan No. 1"�, the amount that <br />together with the proceeds of SIB Loan No. 2 and funds to be contributed (by federal <br />earmark, cash contribution, or otherwise) by certain Participants pursuant to the Interiocal <br />Cooperative Agreement, will be used to finance certain costs of execution and delivery of <br />the SIB Loans and the federal and local participation costs of right-of-way acquisition and <br />utility relocation for the Project, all as further described in Article 2 and Exhibit A of this <br />Agreement. <br />B. On October 29, 2012 (the "Deposit Date"), the State will transfer the amount of One <br />Million Four Hundred Twenty-Six Thousand Eight Hundred Thirteen Dotlars <br />($1,426,813.00) from the SIB (the "SIB Loan proceeds") to the Authority for deposit in the <br />Authority's depository bank (Liberty National Bank of Paris, Texas located in Paris, Texas), <br />into a Project Account established by the Authority witfi its depository bank. The Authority <br />shall use the SIB Loan proceeds only as described in Exhibit A, in the Source and Uses <br />Table under the column entitled °SIB Loan Proceeds", and amounts due to the Department <br />shall be remitted to the Department in the manner described in the Advance Funding <br />Agreement. The Authority shall not use the SIB Loan proceeds for any purpose other than <br />that described in this paragraph and in the Interlocal Cooperative Agreement. <br />The depository bank shall not commingle funds in the Project Account with any other funds <br />held by the bank. If, during the course of this Agreement, the Authority changes its <br />depository bank, the Authority shall cause the transfer of any remaining SIB Loan <br />proceeds or other funds into an equivalent account in the new depository bank, subject to <br />the same security and fund segregation requirements described in this paragraph. <br />C. The Authority hereby covenants and agrees to repay SIB Loan No. 1 and accrued <br />interest hereon pursuant to the teRns of this Agreement from the Contract Revenues. The <br />Authority hereby covenants and agrees that the Contract Revenues may not be used or <br />Page 3 of 12 <br />