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DocuSign Envelope ID: E6953DE9-EDE5-471C-AC16-82834D472329 Principal x Quarterly Interest Rate x (No. of Days in Quarter/No. of Days in Year) Where "Principal" is the relevant funding of the City Loan Amount as described herein; "Quarterly Interest Rate" is the gross earnings for the respective quarter as reported in the City of Irvine Treasurer's monthly investment report found on the Treasurer's website https://www.cityofirvine.org/administrative-services-department/investment-policies-and-reports "No. of Days in Quarter" is the sum of days of each month that make up each respective quarter; and "No. of Days in Year" is 365, except in leap years, in which the number of days in the year shall be 366. The City Loan Amount shall bear interest as follows: a. Formation Costs shall bear no interest whatsoever and shall be repaid to City as reimbursement for out-of-pocket expenses by the Repayment Date. b. Pre-Launch Costs shall bear interest beginning January 1, 2021 through the Repayment Date as estimated and set forth on Exhibit A, attached hereto. c. Launch Costs for the City's collateral associated with the Credit Agreement shall bear interest beginning on the effective date of the Credit Agreement. Launch Costs for amendment to this Agreement, as set forth in subsection 1.3, through the Repayment Date. In the event the City Loan Amount, along with any and all interest owed pursuant to this Section 2, are not repaid by the Repayment Date, any such amounts that remain outstanding shall accrue interest at the rate specified by law for prejudgment interest. 3. City Liability; Hold Harmless; Indemnification. 3.1 City Liability. The Authority acknowledges and agrees that by lending said funds to the Authority, the City does not assume any debt, liability, obligation, or duty whatsoever with respect to the Authority's operations, liabilities, business, or transactions. 3.2. Hold Harmless/Indemnification. The Authority shall hold harmless, indemnify and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, suits or actions of every kind which arise out of the performance or nonperformance of the Authority's covenants, responsibilities, and obligations under this Agreement, and which result from the negligent or wrongful acts of the Authority or its board members, officers, employees, or agents. City shall hold harmless, indemnify and defend the Authority, its board members, officers, employees and agents from and against any and all claims, suits or actions of any kind which arise out of the performance or non-performance of the City's covenants, responsibilities and obligations under this Agreement and which result from the negligent or wrongful acts of the City or its elected officials, officers, employees or agents. In the event of concurrent negligence of the City, its officer or employees, and the Authority, its officers and employees, the liability for any and all claims for injuries or damages to persons 21 55695.00001 \ 33485367.1