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r) �' J -2- Page Two C. The City shall have the right at any time and from time to time to prepay all or part of the principal sum without premium or penalty upon the payment of accrued interest to the date of such prepayment. 3. Matching Funds Requirement. The Loan shall be conditioned upon and made available to the City at the rate of one (1) National Trust dollar for each one (1) dollar provided by the City for use in the Project. Only funds to be used specifically for capital costs for the construction of the Property are eligible to meet the matching requirement. This match shall be satisfied by a resolution from the Paris City Council stating that adequate funds to complete the project have been approved. Such evidence must be satisfactory to the National Trust. 4. Loan Disbursement A. The Loan shall be disbursed within one (1) year from the date of acceptance of this commitment for financial assistance in increments of not less than Twenty -five Thousand Dollars ($25,000) each. Such disbursements shall be made, in the ratio of National Trust funds to funds raised by the City as provided for in paragraph 3, upon your written request and submission of evidence of your receipt of such funds.. Disbursement of any undisbursed portion of the Loan shall be conditioned upon your meeting all of the requirements set forth in this letter and there being no default in any Loan documents issued in conjunction herewith. If not exercised, or to the extent not exercised, this Loan commitment shall terminate and shall be null and void one (1) year from the date of acceptance. The Loan is to be closed at no expense to the National Trust. B. The Loan shall be evidenced by a Promissory Note on the principal amount, or so much thereof as shall have been advanced by the National Trust and remains unpaid, and secured by a loan guaranty, certificate of deposit, or other security deemed acceptable by the National Trust. If the security is in the form of real estate, disbursement of the Loan will be made contingent upon approval by the National Trust of an appraisal. The Promissory Note, security Instruments, and other legal matters pertaining to the Loan shall be approved as to form and substance by the National Trust's Special Counsel, Financial Services prior to Loan disbursement. The adequacy of collateral and any substitution of collateral shall be determined by the National Trust in its sole discretion. An opinion of the City's legal counsel, satisfactory in form and substance to the National Trust, will be required in connection with the disbursement of the Loan. 5. Use of Funds. The proceeds of the Loan shall be used exclusively for construction of permanent sheds and other capital costs associated with the development of the City's Market Square Fanners' Market and shall not be used for defraying administrative or any other expenses of the City or for any other purpose.