Events of Default and Remedies Therefor. 14 Section 5.1. Events of Default 14 Section 5.2. Remedies Cumulative 15 Section 5.3. Delay or Omission Not a Waiver 15 Section 5.4. Waiver of Extension, Appraisement or Stay Laws 15 Section 5.5. Remedies Subject to Provisions of Law 15 ARTICLE VI. IMMUNITY 16 Section 6.1. Immunity 16 ARTICLE VII. SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT 17 Section 7.1. Supplements and Amendments to this Financing Agreement 17 ARTICLE VIII. DEFEASANCE 18 Section 8.1. Defeasance 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.1. Financing Agreement for Benefit of Parties Hereto 19 Section 9.2. Severability 19 Section 9.3. Limitation on Interest 19 Section 9.4. Addresses for Notice and Demands 19 Section 9.5. Successors and Assigns 20 Section 9.6. Counterparts 20 Section 9.7. Governing Law 20 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, dated as of August 1, 2022 ("Financing Agreement") between THE FARM AT ZIONSVILLE JV, LLC, a limited liability company duly organized and validly existing under the laws of the State of Indiana ("Company"), and the TOWN OF ZIONSVILLE, INDIANA, a municipal corporation duly organized and validly existing under the laws of the State of Indiana ("Issuer" and "Town"). Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 as supplemented and amended (collectively, "Act"), authorizes and empowers the Issuer to issue revenue bonds and to provide the proceeds therefrom for the purpose of financing costs of economic development facilities and infrastructure for diversification of economic development and promotion of job opportunities in or near such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; The Zionsville Redevelopment Commission ("Redevelopment Commission") did on March 28, 2022, adopt a declaratory resolution ("Declaratory Resolution") establishing the Michigan Road Economic Development Area ("Area") located in the Town and, following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on May 23, 2022; The Declaratory Resolution approved the economic development plan ("Plan") for the Area which Plan contained specific recommendations for economic development in the Area, and the Declaratory Resolution established an allocation area ("Allocation Area"), as an allocation area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Allocation Area; The Issuer, upon finding that the Project (as hereinafter defined) and the proposed financing of the construction thereof will lead to the creation of employment opportunities in the Town and furtherance of private investment; will benefit the health, safety, morals, and general welfare of the citizens of the Town and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; The Issuer intends to issue its Taxable Economic Development Revenue Bonds, Series 2022 (The Farm Project) in the aggregate principal amount of [$12,280,000] ("Series 2022 Bonds"), pursuant to the Trust Indenture dated as of August 1, 2022 ("Indenture") from the Issuer to Old National Wealth Management, Evansville, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2022 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance the Project and Costs of Construction (each as hereinafter defined); This Financing Agreement provides for the payment by the Issuer of the Series 2022 Bonds from the TIF Revenues (as defined herein); The Series 2022 Bonds issued under the Indenture will be payable solely out of TIF Revenues (as defined herein) or Bond proceeds.
Appears in 1 contract
Samples: Financing and Covenant Agreement
Events of Default and Remedies Therefor. 14 Section 5.1. Events of Default 14 Section 5.2. Remedies Cumulative 15 Section 5.3. Delay or Omission Not a Waiver 15 Section 5.4. Waiver of Extension, Appraisement or Stay Laws 15 Section 5.5. Remedies Subject to Provisions of Law 15 ARTICLE VI. IMMUNITY 16 Section 6.1. Immunity 16 ARTICLE VII. SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT 17 Section 7.1. Supplements and Amendments to this Financing Agreement 17 ARTICLE VIII. DEFEASANCE 18 Section 8.1. Defeasance 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.1. Financing Agreement for Benefit of Parties Hereto 19 Section 9.2. Severability 19 Section 9.3. Limitation on Interest 19 Section 9.4. Addresses for Notice and Demands 19 Section 9.5. Successors and Assigns 20 Section 9.6. Counterparts 20 Section 9.7. Governing Law 20 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, dated as of August 1, 2022 ("Financing Agreement") between THE FARM AT ZIONSVILLE JVCSC DEVELOPMENT, LLC, a limited liability company duly organized and validly existing under the laws of the State of Indiana ("Company"), and the TOWN OF ZIONSVILLE, INDIANA, a municipal corporation duly organized and validly existing under the laws of the State of Indiana ("Issuer" and "Town"). Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 as supplemented and amended (collectively, "Act"), authorizes and empowers the Issuer to issue revenue bonds and to provide the proceeds therefrom for the purpose of financing costs of economic development facilities and infrastructure for diversification of economic development and promotion of job opportunities in or near such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; The Zionsville Redevelopment Commission ("Redevelopment Commission") did on March 28, 2022, adopt adopted a declaratory resolution resolution, as amended on October 26, 2015 ("collectively, as amended, Declaratory Resolution") establishing the Michigan Road Whitestown 334/700 Economic Development Area #1 ("Area") located in the Town and, following a public hearinghearings, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on May 23February 22, 20222016; The Declaratory Resolution approved the economic development plan plan, as amended (collectively, as amended, "Plan") for the Area which Plan contained specific recommendations for economic development in the Area, and the Declaratory Resolution established an allocation area ("Allocation Area"), as an allocation area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Allocation Area; The Issuer, upon finding that the Project (as hereinafter defined) and the proposed financing of the construction thereof will lead to the creation of employment opportunities in the Town and furtherance of private investment; will benefit the health, safety, morals, and general welfare of the citizens of the Town and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; The Issuer intends to issue its Taxable Economic Development Revenue Bonds, Series 2022 (The Farm Xxxxx Apartments Project) in the aggregate principal amount of [$12,280,000] 5,692,000 ("Series 2022 Bonds"), pursuant to the Trust Indenture dated as of August 1, 2022 ("Indenture") from the Issuer to Old National Wealth Management, Evansville, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2022 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance the Project and Costs of Construction (each as hereinafter defined); This Financing Agreement provides for the payment by the Issuer of the Series 2022 Bonds from the TIF Revenues (as defined herein); The Series 2022 Bonds issued under the Indenture will be payable solely out of TIF Revenues (as defined herein) or Bond proceeds.
Appears in 1 contract
Samples: Financing and Covenant Agreement
Events of Default and Remedies Therefor. 14 20 Section 5.16.1. Events of Default 14 20 fSection 6.2. Acceleration of Maturity; Waiver of Event of Default and Rescission of Acceleration 20 Section 5.26.3. Right to Bring Suit, Etc 21 Section 6.4. Payment of Defaulted Amounts on Demand of Trustee 21 Section 6.5. Trustee May Enforce Demand 21 Section 6.6. Remedies Cumulative 15 22 Section 5.36.7. Delay or Omission Not a Waiver 15 22 Section 5.46.8. Waiver of Extension, Appraisement or Stay Laws 15 22 Section 5.56.9. Remedies Subject to Provisions of Law 15 22 Section 6.10. Rights of the Trustee 22 Section 6.11. Waiver of Events of Default 23 ARTICLE VIVII. IMMUNITY 16 24 Section 6.17.1. Immunity 16 24 ARTICLE VIIVIII. SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING LOAN AGREEMENT 17 25 Section 7.18.1. Supplements and Amendments to this Financing Loan Agreement 17 ARTICLE VIII. DEFEASANCE 18 Section 8.1. Defeasance 18 25 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 DEFEASANCE 26 Section 9.1. Financing Defeasance 26 ARTICLE X. MISCELLANEOUS PROVISIONS 27 Section 10.1. Loan Agreement for Benefit of Parties Hereto 19 27 Section 9.210.2. Severability 19 27 Section 9.310.3. Limitation on Interest 19 27 Section 9.410.4. Addresses for Notice and Demands 19 27 Section 9.510.5. Successors and Assigns 20 28 Section 9.610.6. Counterparts 20 28 Section 9.710.7. Governing Law 20 28 FINANCING AND COVENANT LOAN AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, LOAN AGREEMENT dated as of August 1, 2022 20 ("“Financing and Loan Agreement"”) between THE FARM AT ZIONSVILLE JV, LLC[X.X. XXXX COMPANY], a limited liability company duly organized organized, existing and validly existing authorized to do business under the laws of the State of Indiana ("Company"“Borrower”), and the TOWN CITY OF ZIONSVILLEWESTFIELD, INDIANAINDIANA (“City”), a municipal corporation duly organized and validly existing under the laws of the State of Indiana ("Issuer" and "Town")Indiana. Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 as supplemented and amended (collectively, "Act"), authorizes and empowers the Issuer to issue revenue bonds and to provide the proceeds therefrom for the purpose of financing costs of economic development facilities and infrastructure for diversification of economic development and promotion of job opportunities in or near such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; The Zionsville Redevelopment Commission ("Redevelopment Commission") did on March 28, 2022, adopt a declaratory resolution ("Declaratory Resolution") establishing the Michigan Road Economic Development Area ("Area") located in the Town and, following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on May 23, 2022; The Declaratory Resolution approved the economic development plan ("Plan") for the Area which Plan contained specific recommendations for economic development in the Area, and the Declaratory Resolution established an allocation area ("Allocation Area"), as an allocation area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Allocation Area; The Issuer, upon finding that the Project (as hereinafter defined) and the proposed financing of the construction thereof will lead to the creation of employment opportunities in the Town and furtherance of private investment; will benefit the health, safety, morals, and general welfare of the citizens of the Town and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; The Issuer intends to issue its Taxable Economic Development Revenue Bonds, Series 2022 (The Farm Project) in the aggregate principal amount of [$12,280,000] ("Series 2022 Bonds"), pursuant to the Trust Indenture dated as of August 1, 2022 ("Indenture") from the Issuer to Old National Wealth Management, Evansville, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2022 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance the Project and Costs of Construction (each as hereinafter defined); This Financing Agreement provides for the payment by the Issuer of the Series 2022 Bonds from the TIF Revenues (as defined herein); The Series 2022 Bonds issued under the Indenture will be payable solely out of TIF Revenues (as defined herein) or Bond proceeds.PRELIMINARY STATEMENT
Appears in 1 contract
Samples: Financing and Loan Agreement
Events of Default and Remedies Therefor. 14 20 Section 5.16.1. Events of Default 14 20 fSection 6.2. Acceleration of Maturity; Waiver of Event of Default and Rescission of Acceleration 20 Section 5.26.3. Right to Bring Suit, Etc 21 Section 6.4. Payment of Defaulted Amounts on Demand of Trustee 21 Section 6.5. Trustee May Enforce Demand 21 Section 6.6. Remedies Cumulative 15 22 Section 5.36.7. Delay or Omission Not a Waiver 15 22 Section 5.46.8. Waiver of Extension, Appraisement or Stay Laws 15 22 Section 5.56.9. Remedies Subject to Provisions of Law 15 22 Section 6.10. Rights of the Trustee 22 Section 6.11. Waiver of Events of Default 23 ARTICLE VIVII. IMMUNITY 16 24 Section 6.17.1. Immunity 16 24 ARTICLE VIIVIII. SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING LOAN AGREEMENT 17 25 Section 7.18.1. Supplements and Amendments to this Financing Loan Agreement 17 ARTICLE VIII. DEFEASANCE 18 Section 8.1. Defeasance 18 25 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 DEFEASANCE 26 Section 9.1. Financing Defeasance 26 ARTICLE X. MISCELLANEOUS PROVISIONS 27 Section 10.1. Loan Agreement for Benefit of Parties Hereto 19 27 Section 9.210.2. Severability 19 27 Section 9.310.3. Limitation on Interest 19 27 Section 9.410.4. Addresses for Notice and Demands 19 27 Section 9.510.5. Successors and Assigns 20 28 Section 9.610.6. Counterparts 20 28 Section 9.710.7. Governing Law 20 28 FINANCING AND COVENANT LOAN AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, LOAN AGREEMENT dated as of August [September] 1, 2022 2020 ("“Financing and Loan Agreement"”) between THE FARM AT ZIONSVILLE JVPURE SEP, LLC, a limited liability company duly organized organized, existing and validly existing authorized to do business under the laws of the State of Indiana ("Company"“Borrower”), and the TOWN CITY OF ZIONSVILLEWESTFIELD, INDIANAINDIANA (“Issuer”), a municipal corporation duly organized and validly existing under the laws of the State of Indiana ("Issuer" and "Town")Indiana. PRELIMINARY STATEMENT Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 25, as supplemented and amended (collectively, "“Act"”), authorizes and empowers the Issuer to issue revenue bonds and to provide lend the proceeds therefrom for the purpose of financing costs of economic development facilities and infrastructure facilities, for diversification of economic development industry and promotion of job opportunities in or near such the Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; The Zionsville Westfield Redevelopment Commission ("“Redevelopment Commission"”) did on March 28, 2022, adopt a adopted an amending declaratory resolution on July 20, 2020 ("“Amending Declaratory Resolution"”) establishing the Michigan Road Economic Development Area ("Area") located in the Town and, following a public hearing, the which Amending Declaratory Resolution was modified and confirmed by a confirmatory resolution adopted on May 23[August 17, 2022; The Declaratory Resolution approved the economic development plan 2020] ("Plan") for the Area which Plan contained specific recommendations for economic development in the Area, and the Declaratory Resolution established an allocation area ("Allocation Area"“Confirmatory Resolution”), as an allocation area in accordance with IC establishing the SEP Allocation Area pursuant to Indiana Code 36-7-14-39 (“SEP Allocation Area”) within the previously established Southside Economic Development Area (“Area”); The Amending Declaratory Resolution approved a plan supplement to the original economic development plan (“Plan Supplement”) to add the hereinafter defined Project and the Amending Declaratory Resolution designated the SEP Allocation Area for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Allocation Area; Area (“SEP TIF Revenues”). The Issuer, upon finding that the hereinafter defined Project (as hereinafter defined) and the proposed financing of the construction and equipping thereof will lead to the creation of create additional employment opportunities in the Town and furtherance City of private investmentWestfield, Indiana (“City”); will benefit the health, safety, morals, and general welfare of the citizens of the Town City and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; . The Issuer intends to issue its Taxable Economic Development Tax Increment Revenue Bonds, Series 2022 2020 (The Farm SEP Project) (“Series 2020 Bonds”) in the aggregate principal amount of [$12,280,000] ("Series 2022 Bonds"), 3,500,000 pursuant to the Trust Indenture dated as of August [September] 1, 2022 2020 ("“Indenture"”) from the Issuer to Old [The Huntington National Wealth Management, Evansville, IndianaBank], as Trustee ("“Trustee"”), and to provide lend the proceeds thereof, exclusive of costs of issuance of the Series 2022 Bonds 2020 Bonds, to the Borrower pursuant to the provisions of this Financing and Loan Agreement to the Company to finance the construction of certain economic development facilities consisting of an approximate 70,200 square foot commercial office building, together with all necessary appurtenances, related improvements and equipment (the “Project”), in or physically connected to the Allocation Area. The Borrower will own the Project and Costs of Construction lease the Project to Software Engineering Professionals, Inc. (each “SEP”) for use and occupancy as hereinafter defined); SEP’s corporate headquarters. This Financing and Loan Agreement provides for the payment repayment by the Issuer Borrower of the loan of the proceeds of the Series 2022 2020 Bonds from and further provides for the TIF Revenues Borrower’s repayment obligation to be evidenced by the Borrower’s Note, Series 2020 (“Series 2020 Note”) substantially in the form attached hereto as defined herein); Exhibit A. Pursuant to the Indenture, the Issuer will pledge and assign the Series 2020 Note and assign certain of its rights under this Financing and Loan Agreement as security for the Series 2020 Bonds. The Series 2022 2020 Bonds issued under the Indenture will be payable solely out of of: (i) Pledged SEP TIF Revenues (as defined hereinafter defined); (ii) the payments to be made by the Borrower on the Series 2020 Note and any other Notes issued hereunder; and (iii) proceeds of the Series 2020 Bonds. In consideration of the premises, the loan of the proceeds of the Series 2020 Bonds to be made by the Issuer, the acceptance of the Series 2020 Note by the Issuer, and of other good and valuable consideration, the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest payable on the Series 2020 Note, any Additional Notes issued hereunder and any notes issued in substitution therefor (“Notes”) and the performance of all the covenants of the Borrower contained herein) , the Borrower has executed and delivered this Financing and Loan Agreement. This Financing and Loan Agreement is executed upon the express condition that if the Borrower shall pay or Bond proceeds.cause to be paid all indebtedness hereunder and shall keep, perform and observe all and singular the covenants and promises expressed in the Notes and this Financing and Loan Agreement to be kept, performed and observed by the Borrower, then this Financing and Loan Agreement and the rights hereby granted shall cease, determine and be void; otherwise to remain in full force and effect. The Borrower and the Issuer hereby covenant and agree as follows:
Appears in 1 contract
Samples: Financing and Loan Agreement
