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As of 2/23/2015NOTE: The attached form document is provided for illustrative purposesonly and should not be revised or relied on for any other purpose and issubject to further modification by the CDFI Fund. The exact terms andconditions of this document will be set forth in the final document that isexecuted by each party.
CDFI BGPBOND PURCHASE AGREEMENT made as of, by and among the FEDERAL FINANCINGBANK (“FFB”), a body corporate and instrumentality of theUnited States of America,(the “Qualified Issuer”), a corporationorganized and existing under the laws of the State of, the SECRETARY OF THE TREASURY(the “Secretary”), and the COMMUNITY DEVELOPMENTFINANCIAL INSTITUTIONS FUND (the “CDFI Fund”), awholly owned government corporation within the Department ofthe Treasury.WHEREAS, the Secretary is authorized, pursuant to the Guarantee Act (as hereinafterdefined), to guarantee bonds or notes that meet the requirements of the Guarantee Act; andWHEREAS, FFB is authorized, under section 6(a) of the FFB Act (as hereinafterdefined), to make commitments to purchase, and to purchase on terms and conditions determinedby FFB, any obligation that is issued, sold, or guaranteed by an agency of the United States ofAmerica; andWHEREAS, pursuant to the FFB Act, FFB has entered into the Program FinancingAgreement (as hereinafter defined) with the Secretary and the CDFI Fund setting forth thecommitment of FFB to enter into agreements to purchase bonds issued by entities designated bythe Secretary when those bonds have been guaranteed by the Secretary, and the commitment ofthe Secretary to FFB to guarantee those bonds; andWHEREAS, pursuant to the Program Financing Agreement, the Secretary has deliveredto FFB and the Qualified Issuer a Designation Notice (as hereinafter defined) designating theQualified Issuer to be a “Qualified Issuer” for purposes of the Program Financing Agreement;andWHEREAS, FFB is entering into this Bond Purchase Agreement, as authorized bysection 6(a) of the FFB Act and in fulfillment of its commitment under the Program FinancingAgreement, setting out, among other things, FFB’s agreement to purchase, pursuant to the FFBAct, the Bond (as hereinafter defined) to be issued by the Qualified Issuer, when the terms andconditions specified herein have been satisfied, as hereinafter provided.NOW, THEREFORE, for and in consideration of the mutual agreements hereincontained and for other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, FFB, the Qualified Issuer, the Secretary, and the CDFI Fund agree asfollows:BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 1
CDFI BGPARTICLE 1DEFINITIONS AND RULES OF INTERPRETATIONSection 1.1 Definitions.As used in this Agreement, the following terms shall have the respective meaningsspecified in this section 1.1, unless the context clearly requires otherwise.“Advance” shall mean an advance of funds made by FFB under the Bond inaccordance with the provisions of article 7 of this Agreement.“Advance Identifier” shall mean, for each Advance, the particular sequence ofletters and numbers constituting the Bond Identifier plus the particular sequence ofadditional numbers assigned by FFB to the respective Advance in the interest rateconfirmation notice relating to such Advance delivered by FFB in accordance withsection 7.8 of this Agreement.“Advance Request” shall mean a letter from a Qualified Issuer requesting anAdvance under a Bond, in the form of letter attached as Exhibit A to this Agreement.“Advance Request Approval Notice” shall mean the written notice from the CDFIFund located at the end of an Advance Request advising FFB that such Advance Requesthas been approved on behalf of the CDFI Fund.“Bond” shall mean a future advance promissory bond payable to FFB, in theform of bond that is attached as Exhibit B to this Agreement, as such Bond may beamended, supplemented, and restated from time to time in accordance with its terms.“Bond Identifier” shall mean the particular sequence of letters and numbersassigned by FFB to the Bond in the Principal Instruments acceptance notice relating tothe Bond delivered by FFB in accordance with section 5.1 of this Agreement.“Bond Trust Indenture” shall mean the particular indenture specified in ScheduleI to this Agreement as being the “Bond Trust Indenture.”“Business Day” shall mean any day on which FFB and the Federal Reserve Bankof New York are both open for business.“CDFI Fund’s Instrument” shall have the meaning specified in section 3.4 of thisAgreement.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 2
CDFI BGP“Certificate Specifying Authorized CDFI Fund Officials” shall mean a certificatespecifying the names and titles of those officials of the CDFI Fund who are authorized toexecute and deliver Advance Request Approval Notices from time to time on behalf ofthe CDFI Fund and setting out the original signature of each of those authorized officials,and specifying the name and title of those officials of the CDFI Fund who are authorizedto confirm telephonically the authenticity of the Advance Request Approval Notices fromtime to time on behalf of the CDFI Fund and setting out the telephone number of each ofthose authorized officials, in the form of the Certificate Specifying Authorized CDFIFund Officials attached as Annex 2 to the Program Financing Agreement.“Certificate Specifying Authorized Qualified Issuer Officials” shall mean acertificate of the Qualified Issuer specifying the names and titles of those officials of theQualified Issuer who are authorized to execute and deliver from time to time AdvanceRequests on behalf of the Qualified Issuer, and containing the original signature of eachof those officials, substantially in the form of the Certificate Specifying AuthorizedQualified Issuer Officials attached as Exhibit C to this Agreement.“Designation Notice” shall mean, generally, a notice from the Secretary to FFBand the particular entity identified therein as the respective “Qualified Issuer”,designating that entity to be a “Qualified Issuer” for purposes of the Program FinancingAgreement, in the form of notice that is attached as Annex 3 to the Program FinancingAgreement; and “the Designation Notice” shall mean the particular Designation Noticedelivered by the Secretary to FFB and the Qualified Issuer designating the QualifiedIssuer to be a “Qualified Issuer” for purposes of the Program Financing Agreement.“FFB Act” shall mean the Federal Financing Bank Act of 1973 (Pub. L.No. 93-224, 87 Stat. 937, codified at 12 U.S.C. § 2281 et seq.), as such act may beamended.“FFB Financing Options Fee” shall mean the fee, expressed in terms of a basispoint increment to the basic interest rate established for an Advance, payable by theQualified Issuer to the Holder if the Qualified Issuer elects to have the Par PrepaymentPrivilege apply to such Advance, as described in section 11.3 of this Agreement.“Governmental Approval” shall mean any approval, consent, authorization,license, permit, order, certificate, qualification, waiver, exemption, or variance, or anyother action of a similar nature, of or by a Governmental Authority having jurisdictionover the Qualified Issuer or any of its properties.“Governmental Authority” shall mean any federal, state, county, municipal, orregional authority, or any other entity of a similar nature, exercising any executive,legislative, judicial, regulatory, or administrative function of government.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 3
CDFI BGP“Governmental Judgment” shall mean any judgment, order, decision, or decree, orany action of a similar nature, of or by a Governmental Authority having jurisdiction overthe Qualified Issuer or any of its properties.“Governmental Registration” shall mean any registration, filing, declaration, ornotice, or any other action of a similar nature, with or to a Governmental Authorityhaving jurisdiction over the Qualified Issuer or any of its properties.“Governmental Rule” shall mean any statute, law, rule, regulation, code, orordinance of a Governmental Authority having jurisdiction over the Qualified Issuer orany of its properties.“Guarantee Act” shall mean the section 114A of the Riegle CommunityDevelopment and Regulatory Improvement Act of 1994 (Pub. L. 103-325, 108 Stat.2160), as added by section 1134 of the Small Business Jobs Act of 2010 (Pub. L. No.111-240, 124 Stat. 2504, 2515), codified at 12 U.S.C.§ 4713a, as such act may beamended.“Holder” shall mean FFB, for so long as it shall be the holder of the Bond, andany successor or assignee of FFB, for so long as such successor or assignee shall be theholder of the Bond.“Indenture” shall mean the Bond Trust Indenture, as such indenture may beamended, supplemented, and restated from time to time in accordance with its terms byamendments and supplements thereto, including, without limitation, by the SupplementalIndenture.“Initial Advance” shall mean the first Advance made under the Bond.“Initial Advance Request” shall mean the first Advance Request submitted by theQualified Issuer under the Bond.“Loan Commitment Amount” shall mean the particular amount specified inSchedule I to this Agreement as being the “Loan Commitment Amount”.“Market Value Premium (or Discount)” shall have the meaning specified insection 11.2 of this Agreement.“Market Value Prepayment Privilege” shall have the meaning specified insection 11.2 of this Agreement.“Master Servicer/Trustee” shall mean the particular master servicer/trusteespecified in Schedule I as being the “Master Servicer/Trustee,” and successor masterservicer/trustees appointed in accordance with the terms of the Indenture.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 4
CDFI BGP“Material Adverse Effect on the Qualified Issuer” shall mean any materialadverse effect on the financial condition, operations, business or prospects of theQualified Issuer or the ability of the Qualified Issuer to perform its obligations under thisAgreement or any of the other Qualified Issuer Instruments.“Maturity Date” shall have the meaning specified in section 7.3.1(a)(5) of thisAgreement.“No-Call Period” shall mean either a 15-Year No-Call Period or a 20-Year NoCall Period.“Opinion of Qualified Issuer’s Counsel re: Qualified Issuer Instruments” shallmean an opinion of counsel from counsel to the Qualified Issuer, substantially in the formof opinion that is attached as Exhibit D to this Agreement.“Opinion of Secretary’s Counsel re: Secretary’s Guarantee” shall mean an opinionof counsel from counsel to the Department of the Treasury, substantially in the form ofopinion that is attached as Exhibit E to this Agreement.“Other Debt Obligation” shall mean any Bond or Bond, or any other evidence ofan obligation for borrowed money of a similar nature, made or issued by the QualifiedIssuer (other than the Bond purchased by FFB under this Agreement), or any mortgage,indenture, deed of trust, or loan agreement with respect thereto to which the QualifiedIssuer is a party or by which the Qualified Issuer or any of its properties is bound (otherthan this Agreement).“Par Prepayment Privilege” shall have the meaning specified in section 11.3 ofthis Agreement.“Person” shall mean any individual, corporation, partnership, joint venture,association, joint-stock company, trust, trust company, unincorporated organization, orGovernmental Authority.“Principal Instruments” shall have the meaning specified in section 4.3 of thisAgreement.“Program Financing Agreement” shall mean the Program Financing Agreementdated as of September 19, 2013, among FFB, the Secretary, and the CDFI Fund, as suchagreement may be amended, supplemented, and restated from time to time in accordancewith its terms.“Program Financing Commitment Amount” shall have the meaning specified insection 1.1 of the Program Financing Agreement.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 5
CDFI BGP“Qualified Issuer Instruments” shall have the meaning specified in section 3.2.1of this Agreement.“Qualified Issuer State” shall mean the particular state specified in Schedule I tothis Agreement as being the “Qualified Issuer State”.“Requested Advance Amount” shall have the meaning specified insection 7.3.1(a)(2) of this Agreement.“Requested Advance Date” shall have the meaning specified in section 7.3.1(a)(3)of this Agreement.“Secretary’s Certificate” shall mean a certificate relating to the Secretary’sGuarantee and other matters, in the form of certificate that is attached as Exhibit F to thisAgreement.“Secretary’s Guarantee” shall mean a guarantee of the Bond issued by theSecretary, in the form of guarantee that is attached as Exhibit G to this Agreement.“Secretary’s Instruments” shall have the meaning specified in section 3.3.1 of thisAgreement.“Supplemental Indenture” shall mean the particular supplemental indenturespecified in Schedule I to this Agreement as being the “Supplemental Indenture.”“this Agreement” shall mean this Bond Purchase Agreement by and among FFB,the Secretary, the CDFI Fund, and the Qualified Issuer.“Uncontrollable Cause” shall mean an unforeseeable cause beyond the controland without the fault of FFB, being: act of God, fire, flood, severe weather, epidemic,quarantine restriction, explosion, sabotage, act of war, act of terrorism, riot, civilcommotion, lapse of the statutory authority of the United States Department of theTreasury to raise cash through the issuance of Treasury debt instruments, disruption orfailure of the Treasury Financial Communications System, closure of the FederalGovernment, or an unforeseen or unscheduled closure or evacuation of the FFB offices.“15-Year No-Call Period” shall mean a 15-year period during which an advanceshall not be eligible for any elective prepayment.“20-Year No-Call Period” shall mean a 20-year period during which an advanceshall not be eligible for any elective prepayment.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 6
CDFI BGPSection 1.2 Rules of Interpretation.Unless the context shall otherwise indicate, the terms defined in section 1.1 of thisAgreement shall include the plural as well as the singular and the singular as well as theplural. The words “herein,” “hereof,” and “hereto,” and words of similar import, refer to thisAgreement as a whole.ARTICLE 2FFB COMMITMENT TO PURCHASE THE BONDSubject to the terms and conditions of this Agreement, FFB agrees to purchase the Bondthat is offered by the Qualified Issuer to FFB for purchase under this Agreement.ARTICLE 3COMMITMENT CONDITIONSFFB shall be under no obligation to purchase the Bond under this Agreement unless anduntil each of the conditions specified in this article 3 has been satisfied.Section 3.1 Commitment Amount Limits.3.1.1 Loan Commitment Amount. The maximum principal amount of the Bondthat is offered for purchase shall not exceed the Loan Commitment Amount.3.1.2 Program Financing Commitment Amount. At the time that the Bond isoffered to FFB for purchase under this Agreement, the maximum principal amount of theBond, when added to the aggregate maximum principal amount of all other Bonds thathave been issued by entities that have been designated by the Secretary in DesignationNotices to be “Qualified Issuers” for purposes of the Program Financing Agreement andwhich Bonds have been guaranteed by the Secretary pursuant to the Guarantee Act, shallnot exceed the Program Financing Commitment Amount.Section 3.2 Qualified Issuer Instruments.3.2.1 Qualified Issuer Instruments. FFB shall have received from the QualifiedIssuer the following instruments (such instruments being, collectively, the “QualifiedIssuer Instruments”):BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 7
CDFI BGP(a) an original counterpart of this Agreement, duly executed by theQualified Issuer; and(b) the original Bond, with all of the blanks on page 1 of the Bond filled inwith information consistent with the information set out in the DesignationNotice, and duly executed by the Qualified Issuer and authenticated by the MasterServicer/Trustee.3.2.2 Opinion of Qualified Issuer’s Counsel re: Qualified Issuer Instruments.FFB shall have received from the Qualified Issuer an Opinion of Qualified Issuer’sCounsel re: Qualified Issuer Instruments.3.2.3 Certificate Specifying Authorized Qualified Issuer Officials. FFB shallhave received from the Qualified Issuer a completed and signed Certificate SpecifyingAuthorized Qualified Issuer Officials.Section 3.3 Secretary’s Instruments.3.3.1 Secretary’s Instruments. FFB shall have received from the Secretary thefollowing instruments (such instruments being, collectively, the “Secretary’sInstruments”):(a) an original counterpart of this Agreement, duly executed by or onbehalf of the Secretary;(b) the original Secretary’s Guarantee relating to the Bond, duly executedby or on behalf of the Secretary; and(c) an original Secretary’s Certificate relating to the Secretary’s Guaranteeand other matters, duly executed by or on behalf of the Secretary.3.3.2 Opinion of Secretary’s Counsel re: Secretary’s Guarantee. FFB shall havereceived an Opinion of Secretary’s Counsel re: Secretary’s Guarantee.Section 3.4 CDFI Fund’s Instrument.FFB shall have received from the CDFI Fund an original counterpart of this Agreement,duly executed by the CDFI Fund (such instrument being the “CDFI Fund’s Instrument”).Section 3.5 Conditions Specified in Other Agreements.Each of the conditions specified in the Program Financing Agreement as being conditionsto purchasing the Bond shall have been satisfied.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 8
CDFI BGPARTICLE 4OFFER OF THE BOND FOR PURCHASEThe Bond that is to be offered to FFB for purchase under this Agreement shall be offeredin accordance with the procedures described in this article 4.Section 4.1 Delivery of Qualified Issuer Instruments to the CDFI Fund.The Qualified Issuer shall deliver to the CDFI Fund, for redelivery to FFB, the following:(a) all of the Qualified Issuer Instruments, each duly executed by the QualifiedIssuer;(b) an Opinion of Qualified Issuer’s Counsel re: Qualified Issuer Instruments; and(c) a completed and signed Certificate Specifying Authorized Qualified IssuerOfficials.Section 4.2 Delivery of Secretary’s Instruments to the CDFI Fund.The Secretary shall deliver to the CDFI Fund, for redelivery to FFB, the following:(a) all of the Secretary’s Instruments, each duly executed by the Secretary; and(b) an Opinion of Secretary’s Counsel re: Secretary’s Guarantee.Section 4.3 Delivery of Principal Instruments by the CDFI Fund to FFB.The CDFI Fund shall deliver to FFB all of the following instruments (collectively beingthe “Principal Instruments”:(a) all of the instruments described in section 4.1;(b) all of the instruments described in section 4.2; and(c) the CDFI Fund’s Instrument, duly executed by the CDFI Fund.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 9
CDFI BGPARTICLE 5PURCHASE OF THE BOND BY FFBSection 5.1 Acceptance or Rejection of Principal Instruments.Within five Business Days after delivery to FFB of the Principal Instruments relating tothe Bond that is offered for purchase under this Agreement, FFB shall deliver by facsimiletransmission (fax) to the Secretary and the CDFI Fund one of the following:(a) an acceptance notice, which notice shall:(1) state that the Principal Instruments meet the terms and conditionsdetailed in article 3 of this Agreement, or are otherwise acceptable to FFB; and(2) assign a Bond Identifier to such Bond for use by the Qualified Issuer,the Secretary, and the CDFI Fund in all communications to FFB making referenceto such Bond; or(b) a rejection notice, which notice shall state that one or more of the PrincipalInstruments does not meet the terms and conditions of this Agreement and specify howsuch instrument or instruments does not meet the terms and conditions of this Agreement.Section 5.2 Timing of Delivery of Qualified Issuer’s Initial Advance Request.5.2.1 After Receipt of Principal Instruments Acceptance Notice. The CDFI Fundshall not deliver to FFB the Initial Advance Request and the Advance Request ApprovalNotice relating to the Initial Advance Request before the CDFI Fund has received fromFFB the acceptance notice described in section 5.1(a) of this Agreement.5.2.2 Limitation on Requested Advance Date for Initial Advance. As prescribedin section 7.4.2 of this Agreement, the Requested Advance Date specified in the InitialAdvance Request delivered under article 7 of this Agreement shall not be earlier than thetenth Business Day to occur after the date on which FFB shall have received the PrincipalInstruments under article 4 of this Agreement.Section 5.3 Purchase.FFB shall not be deemed to have accepted the Bond offered for purchase under thisAgreement until such time as FFB shall have delivered an acceptance notice accepting thePrincipal Instruments relating to the Bond; provided, however, that in the event that FFB shallmake an Advance under the Bond, then FFB shall be deemed to have accepted the Bond offeredfor purchase.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 10
CDFI BGPARTICLE 6CUSTODY OF BOND; LOSS OF BOND, ETC.Section 6.1 Custody.FFB shall have custody of the Bond purchased under this Agreement until all amountsowed under the Bond have been paid in full.Section 6.2 Lost, Stolen, Destroyed, or Mutilated Bond.In the event that the Bond purchased under this Agreement shall become lost, stolen,destroyed, or mutilated, the Qualified Issuer shall, upon the written request of FFB to theQualified Issuer, with a copy to the Secretary and the CDFI Fund, execute and deliver, inreplacement thereof, a new Bond of like tenor, dated and bearing interest from the date to whichinterest has been paid on such lost, stolen, destroyed, or mutilated Bond or, if no interest hasbeen paid thereon, dated the same date as such lost, stolen, destroyed, or mutilated Bond. Upondelivery of such replacement Bond, the Qualified Issuer shall be released and discharged fromany further liability on account of the lost, stolen, or destroyed Bond. If the Bond being replacedhas been mutilated, such mutilated Bond shall be surrendered to the Qualified Issuer forcancellation. The Secretary shall deliver to FFB a written confirmation that the Secretary’sGuarantee related to the lost, stole, destroyed, or mutilated Bond remains in full force and effectwith respect to the replacement Bond.ARTICLE 7ADVANCESSection 7.1 Commitment.Subject to the terms and conditions of this Agreement, FFB agrees to make Advancesunder the Bond for the account of the Qualified Issuer.Section 7.2 Treasury Policies Applicable to Advances.Each of the Qualified Issuer and the CDFI Fund understands and consents to thefollowing Treasury financial management policies generally applicable to all advances of funds:(a) each Advance will be requested by the Qualified Issuer, and each AdvanceRequest will be approved by the CDFI Fund, only at such time and in such amount asBOND PURCHASE AGREEMENT (rev 7/15/2014) - page 11
CDFI BGPshall be necessary to meet the immediate payment or disbursing need of the QualifiedIssuer;(b) except for Advances to reimburse the Qualified Issuer for expenditures that ithas made from its own working capital, each Advance will be requested to be disburseddirectly to the Master Servicer/Trustee for deposit to the account of the Person(s) towhom the Qualified Issuer is obligated to make payments and to be further disbursed bythe Master Servicer/Trustee to such Person(s);(c) Advances for investment purposes will not be requested by the QualifiedIssuer or approved by the CDFI Fund; and(d) all interest earned on any lawful and permitted investment of Advances inexcess of the interest accrued on such Advances will be remitted to FFB.Section 7.3 Conditions to Making All Advances.FFB shall be under no obligation to make any Advance under the Bond unless and untileach of the conditions specified in this section 7.3 is satisfied.7.3.1 Advance Requests. For each Advance, the Qualified Issuer shall havedelivered to the CDFI Fund, for review and approval before being forwarded to FFB, anAdvance Request, which Advance Request:(a) shall specify, among other things:(1) the particular “Bond Identifier” that FFB assigned to this Bond(as provided in section 5.1 of this Agreement);(2) the particular amount of funds that the Qualified Issuer requeststo be advanced (such amount being the “Requested Advance Amount” forthe respective Advance);(3) the particular calendar date that the Qualified Issuer requests tobe the date on which the respective Advance is to be made (such datebeing the “Requested Advance Date” for such Advance), which date:(A) must be a Business Day; and(B) must not be a date that will occur earlier than the thirdBusiness Day to occur after the date on which FFB shall havereceived the respective Advance Request;(4) the particular bank account to which the Qualified Issuerrequests that the respective Advance be made;BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 12
CDFI BGP(5) the particular calendar date that the Qualified Issuer selects tobe the date on which the respective Advance is to mature (such date beingthe “Maturity Date” for such Advance), which date:(A) must be a “Payment Date” (as that term is defined inparagraph 7 of the Bond); and(B) must not be a date that will occur after the particulardate specified on page 1 of the Bond as being the “Final MaturityDate”; and(6) the particular prepayment privilege that the Qualified Issuerelects to apply to the respective Advance (i.e., either the Market ValuePrepayment Privilege described in section 11.2 of this Agreement or thePar Prepayment Privilege described in section 11.3 of this Agreement) andif the Qualified Issuer elects to have the Par Prepayment Privilege apply tothe Advance, the particular No-Call Period that the Qualified Issuer selectsto apply to such Par Prepayment Privilege (i.e., either a 15-Year No-CallPeriod or a 20-Year No-Call Period); and(b) shall have been duly executed by an official of the Qualified Issuerwhose name and signature appear on the Certificate Specifying AuthorizedQualified Issuer Officials delivered by the Qualified Issuer to FFB pursuant tosections 3.2.3, 4.1(c), and 4.3(a), or pursuant to section 12.4, of this Agreement;and(c) shall have been received by FFB not later than the third Business Daybefore the Requested Advance Date specified in such Advance Request.7.3.2 Advance Request Approval Notice. For each Advance, the CDFI Fundshall have delivered to FFB the Qualified Issuer’s executed Advance Request, togetherwith the CDFI Fund’s executed Advance Request Approval Notice, which AdvanceRequest Approval Notice:(a) shall have been duly executed on behalf of the CDFI Fund by anofficial of the CDFI Fund whose name and signature appear on the CertificateSpecifying Authorized CDFI Fund Officials delivered to FFB pursuant tosection 3.1.3 or section 6.1 of the Program Financing Agreement; and(b) shall have been received by FFB not later than the third Business Daybefore the Requested Advance Date specified in such Advance Request.7.3.3 Telephonic Confirmation of Authenticity of Advance Request ApprovalNotices. For each Advance, FFB shall have obtained telephonic confirmation of theBOND PURCHASE AGREEMENT (rev 7/15/2014) - page 13
CDFI BGPauthenticity of the related Advance Request Approval Notice from an official of theCDFI Fund (a) whose name, title, and telephone number appear on the CertificateSpecifying Authorized CDFI Fund Officials that has been delivered by the CDFI Fund toFFB pursuant to section 3.1.3 or section 6.1 of the Program Financing Agreement; and(b) who is not the same official of the CDFI Fund who executed the Advance RequestApproval Notice on behalf of the CDFI Fund.7.3.4 Bond Maximum Principal Amount Limit. At the time of making anyAdvance under the Bond, the amount of such Advance, when added to the aggregateamount of all Advances previously made under the Bond, shall not cause the resultingsum to exceed the maximum principal amount of the Bond.7.3.5 Conditions Specified in Other Agreements. Each of the conditionsspecified in the Program Financing Agreement as being conditions to making Advancesunder the Bond, shall have been satisfied.Section 7.4 Conditions to Making the Initial Advance.FFB shall be under no obligation to make the Initial Advance under the Bond unless anduntil each of the conditions specified in this section 7.4 is satisfied.7.4.1 Conditions Specified in Section 7.3. Each of the conditions applicable toall Advances specified in section 7.3 of this Agreement is satisfied.7.4.2 Timing of Delivery of Initial Advance Request. The Initial AdvanceRequest, together with the related Advance Request Approval Notice, shall have beenreceived by FFB:(a) not earlier than the fifth Business Day to occur after the date on whichFFB shall have received the Principal Instruments; and(b) not later than the third Business Day to occur before the date specifiedin the Initial Advance Request as Requested Advance Date for the InitialAdvance.For the avoidance of doubt, this means that the Requested Advance Date specified in theInitial Advance Request shall:(x) not be earlier than the tenth Business Day to occur after the date onwhich FFB shall have received the Principal Instruments; and(y) not be earlier than the third Business Day to occur after the date onwhich FFB shall have received the Initial Advance Request.BOND PURCHASE AGREEMENT (rev 7/15/2014) - page 14
CDFI BGPSection 7.5 Amount and Timing of Advances.FFB shall make each Advance in the Requested Advance Amount specified in therespective Advance Request and on the Requested Advance Date specified in the respectiveAdvance Request, subject to satisfaction of the conditions specified in section 7.3 of thisAgreement and subject to the following additional limitations:(a) in the event that the Requested Advance Date specified in the respectiveAdvance Request i
Agreement, in the form of notice that is attached as Annex 3 to the Program Financing Agreement; and "the Designation Notice" shall mean the particular Designation Notice delivered by the Secretary to FFB and the Qualified Issuer designating the Qualified Issuer to be a "Qualified Issuer" for purposes of the Program Financing Agreement.
