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<br />- <br /> <br />(b) "Initial Money Market Funds Rate" means the fixed interest rate per annum, <br />determined solely by the Bank on the date of this Agreement, as the rate at which the <br />Bank would be able to obtain funds through forward rate commitments in the Money <br />Market in the amount of the Loan and with a term, interest payment frequency and <br />principal repayment schedule equal to the Loan. <br /> <br />(c) "Subsequent Money Market Funds Rate" means the fixed interest rate per <br />annum, determined solely by the Bank on the Measurement Date, as the rate at which the <br />Bank would be able to borrow funds in the Money Market in the amount of the <br />Nonborrowed Installment for a period of time approximating the period starting on the <br />Measurement Date and ending on the Original Payment Date. <br /> <br />(d) "Original Payment Dates" mean the dates on which principal of the Loan <br />would have been paid if the Loan had closed on the Measurement Date and payments had <br />been made as scheduled through maturity, as set forth on Exhibit B. <br /> <br />(e) "Nonborrowed Installment" means the portion of the principal of the Loan <br />which would have been paid on a single Original Payment Date if the Loan had been <br />disbursed on the Measurement Date and payments had been made as scheduled through <br />maturity. <br /> <br />6. The Bank may adjust the Initial Money Market Funds Rate and the Subsequent Money <br />Market Funds Rate to reflect the compounding, accrual basis, or other costs of the Loan. The <br />rates shall include adjustments for reserve requirements, federal deposit insurance, and any other <br />similar adjustment which the Bank deems appropriate. Each of the rates is the Bank's estimate <br />only, and the Bank is under no obligation fo actually purchase or match funds for any transaction <br />or reinvest any prepayment. The rates are not fixed by or related in any way to any rate the Bank <br />quotes or pays for deposits accepted through its branch system. <br /> <br />7. The City agrees that the Breakage Fee represents a reasonable estimate of the <br />breakage costs and other losses, expenses and liabilities, including lost revenue and lost profits, <br />that the Bank may suffer if the Loan does not close during the Closing Period. The City agrees <br />that the Bank's willingness to lock in the Rate in advance of the Closing Period is sufficient <br />consideration for the City's agreement to pay the Breakage Fee. <br /> <br />8. This Agreement shall be governed by Florida law. Any amount due under this <br />Agreement which is not paid upon demand by the Bank shall bear interest until paid at the Rate <br />plus five percentage points. Any disputes between the parties concerning this Agreement, at the <br />election of any party, will be resolved by binding arbitration according to the applicable rules <br />and procedures for the arbitration of disputes of the American Arbitration Association or any <br />successor thereof. The prevailing party in any arbitration or litigation will be entitled to its <br />reasonable attorneys' fees, including the allocated cost of in-house counsel. <br /> <br />Once the Loan is completed in the amount of $20,000,000, this Agreement will terminate. <br /> <br />A-2 <br />