(a) The Borrower agrees to pay the principal of and interest on the TIFIA Loan by making payments in accordance with the provisions of this Agreement and the Master Trust Indenture on each Payment Date and on each other date (including, without limitation, the Final Maturity Date and any date on which payment thereof is due by reason of the acceleration of the maturity of the TIFIA Loan) on which payment thereof is required to be made hereunder.
(b) Capitalized Interest Period. No payment of the principal of or interest on the TIFIA Loan is required to be made during the Capitalized Interest Period. On each June 30 and December 31 occurring during the Capitalized Interest Period, interest accrued in the six month period ending immediately prior to such date on the TIFIA Loan shall be capitalized and added to the Outstanding TIFIA Loan Balance. Within 30 days after the end of the Capitalized Interest Period, the TIFIA Lender shall give written notice to the Borrower stating the Outstanding TIFIA Loan Balance as of the close of business on the last day of the Capitalized Interest Period, which statement thereof shall be deemed conclusive absent manifest error; provided, however, that no failure to give or delay in giving such notice shall affect any of the obligations of the Borrower hereunder or under any of the other TIFIA Loan Documents.
(c) Payment of TIFIA Debt Service. On each Payment Date occurring on or after the Debt Service Payment Commencement Date and on or prior to the Level Payment Commencement Date, the Borrower shall pay TIFIA Debt Service in the amount of principal and interest on the TIFIA Loan equal to the amount required pursuant to Exhibit H, as further set forth on Exhibit G hereto, which payments shall be made in accordance with Section 9(d); provided that if such Payment Date is an Interim Payment Date, the amount payable shall be as calculated in Section 9(d)(ii). To the extent that the aggregate amount of TIFIA Debt Service actually paid during any Payment Period for the TIFIA Loan in accordance with the provisions hereof shall be less than current interest for such period as provided in Exhibit H, then the unpaid portion of such TIFIA interest shall be deferred until the period commencing on the Level Payment Commencement Date and shall be part of the Outstanding TIFIA Loan Balance that is due and payable over the remaining life of the TIFIA Loan from the Level Payment Commencement Date to the Final Maturity Date. Following any such deferral, Exhibit G shall be revised on each such Payment Date in accordance with Section 7(b)(ii). On each Payment Date commencing on the Level Payment Commencement Date, the Borrower shall pay TIFIA Debt Service in the amount of 100% of the amount of principal of and
interest on the TIFIA Loan due and payable as of such date as set forth on Exhibit G and Exhibit H, which payments shall be made in accordance with Section 9(d); provided that if such Payment Date is an Interim Payment Date, the amount payable shall be as calculated in Section 9(d)(ii).
(d) Dates and Amounts of Payment. The Borrower shall make payments of TIFIA Debt Service on each Payment Date commencing with the Debt Service Payment Commencement Date, as follows:
(i) If Senior Obligations have any payment of principal or interest due on any Interim Payment Date after the Debt Service Payment Commencement Date, the Borrower shall promptly notify the TIFIA Lender thereof in writing, identifying the period covered by such Interest Period and the interest payment date on which interest on or principal of the Senior Obligations for such Interest Period is due and payable.
(ii) The amount of TIFIA Debt Service due and payable on any Payment Date occurring during any Payment Period shall be equal to the amount of TIFIA Debt Service for such Payment Period as shown on Exhibit G, as the same may be revised as provided in Section 7(b), multiplied by a fraction, the numerator of which is equal to the number of months contained in the Interest Period ending on such Payment Date and the denominator of which is equal to 6.
(iii) Notwithstanding the foregoing provisions of this Section 9(d) or any other provision of this Agreement, at any time when no Senior Obligations shall be outstanding, or when no Senior Obligations shall be outstanding other than Senior Obligations with respect to which principal and interest are payable on Semi-Annual Payment Dates, then TIFIA Debt Service hereunder shall be payable only on each Semi-Annual Payment Date occurring during the Payment Period. In the event that an Interim Payment Date is other than a monthly date, the method for determining the method for calculating interim payments shall be determined at such time by the parties hereto.
(e) Fixed Level Payments. During the Level Payment Period for the TIFIA Loan, the Borrower shall make level payments of principal and interest (each a “Fixed Level Payment”) of such amount so that each annual payment shall be approximately equal in amount. The amount of the Fixed Level Payment shall be calculated as of the first day of the Level Payment Commencement Date in such manner that the Outstanding TIFIA Loan Balance of the TIFIA Loan as of such date shall be reduced to $0 on the Final Maturity Date (assuming that interest accrues during such period on the principal balance of such TIFIA Loan at the rate per annum set forth in Section 6 in the absence of an Event of Default, that all Fixed Level Payments are made in a timely manner during such period, and that no additional payments of principal of or interest on the TIFIA Loan are made during such period); provided that (i) the amount payable on the first Payment Date occurring during a Level Payment Period shall be appropriately adjusted in the event that the duration of the period from the commencement of the Level Payment Period to such first Payment Date shall be less than six months, and (ii) there shall be due and payable on the Final Maturity Date of the
TIFIA Loan (or on any earlier date on which the maturity of the TIFIA Loan shall be accelerated pursuant to the provisions of Section 18) all amounts of principal and interest not otherwise paid pursuant to the provisions of this Agreement. Within 30 days prior to the beginning of the Level Payment Period for the TIFIA Loan, the TIFIA Lender shall give written notice to the Borrower of the amount of the related Fixed Level Payment (including any adjustment in respect of the first such payment), which amount shall be deemed conclusive absent manifest error. To the extent that any prepayments of the TIFIA Loan shall be made during the Level Payment Period in addition to the Fixed Level Payments, such prepayments shall be applied to the remaining Outstanding TIFIA Loan Balance and the resulting Fixed Level Payments shall be recalculated as provided in Section 10(c) and reflected in a revised Exhibit G.
(f) Manner of Payment. Payments under this Agreement and the Note shall be made by wire transfer on or before each Payment Date in immediately available funds in accordance with payment instructions provided by a TIFIA Lender’s Authorized Representative pursuant to Section 35, as modified in writing from time-to-time by the TIFIA Lender’s Authorized Representative.
(g) Note; Adjustments to Loan Amortization Schedule. As evidence of the Borrower’s obligation to repay the TIFIA Loan, the Borrower shall issue and deliver to the TIFIA Lender, on or prior to the Effective Date, the Note substantially in the form of Exhibit A, attached hereto and incorporated herein by reference, having a maximum principal amount of $54,000,000 (subject to increase or decrease as herein provided) and bearing interest at the rate set forth in Section 6. The TIFIA Lender is hereby authorized to enter on the grid attached to such Note as Appendix One, attached hereto and incorporated herein by reference, the amount of each disbursement made under this Agreement and to amend the Loan Amortization Schedule from time-to-time in accordance with Section 7 hereof. Absent manifest error, the TIFIA Lender’s determination of such matters as set forth on Appendix One to the Note and the Loan Amortization Schedule shall be conclusive evidence thereof.