Common use of MISCELLANEOUS PROVISIONS 21 Clause in Contracts

MISCELLANEOUS PROVISIONS 21. Section 9.1. Financing Agreement for Benefit of Parties Hereto 21 Section 9.2. Severability 21 Section 9.3. Limitation on Interest 21 Section 9.4. Addresses for Notice and Demands 21 Section 9.5. Successors and Assigns 23 Section 9.6. Counterparts 23 Section 9.7. Governing Law 23 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, dated as of March 1, 2023 ("Financing Agreement") between DRG INDUSTRIAL FUND I AVON, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and authorized to conduct business in the State of Indiana ("Company"), and the TOWN OF AVON, 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 Avon Redevelopment Commission ("Redevelopment Commission") did on February 15, 2021, adopt a declaratory resolution ("Declaratory Resolution") establishing the Xxxxxx Xxxxxx Parkway South Development Area ("Area") located in the Town and, following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on April 19, 2021; 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, including the Xxxxxx Logistics 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 of 2023 (Xxxxxx Logistics Project) in the aggregate principal amount of $3,025,000 ("Series 2023 Bonds") pursuant to the Trust Indenture dated as of March 1, 2023 ("Indenture") between the Issuer and The Huntington National Bank, Indianapolis, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2023 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 2023 Bonds from the TIF Revenues and Taxpayer Payments (each as defined herein); The Series 2023 Bonds issued under the Indenture will be payable solely out of TIF Revenues and Taxpayer Payments or Bond proceeds.

MISCELLANEOUS PROVISIONS 21. Section 9.1. Financing Agreement for Benefit of Parties Hereto 21 Section 9.2. Severability 21 Section 9.3. Limitation on Interest 21 Section 9.4. Addresses for Notice and Demands 21 Section 9.5. Successors and Assigns 23 22 Section 9.6. Counterparts 23 22 Section 9.7. Governing Law 23 22 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, AGREEMENT dated as of March June 1, 2023 2024 ("Financing Agreement") by and between DRG INDUSTRIAL FUND I AVONXxxxxxxx Farms SL Real Estate, LLC, a Delaware limited liability company duly organized and validly existing and authorized to do business under the laws of the State of Delaware and authorized to conduct business in the State of Indiana ("Company"), and the TOWN OF AVONZIONSVILLE, INDIANAINDIANA ("Town or 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 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 Avon Zionsville Redevelopment Commission ("Redevelopment Commission") did on February 15September 23, 20212019, adopt adopted a declaratory resolution resolution, as amended on March 26, 2024 (collectively, as amended, "Declaratory Resolution") establishing the Xxxxxx Xxxxxx Parkway South Development Area ("Area") located in the Town and), following a public hearing, the Declaratory Resolution was as confirmed by a confirmatory resolution adopted on April 19December 23, 2021; The Declaratory Resolution approved the economic development plan 2019, as amended on May 28, 2024 ("PlanConfirmatory Resolution") for ), establishing the Area which Plan contained specific recommendations for economic development in the Area, and the Declaratory Resolution established an allocation area, including the Xxxxxx Logistics Allocation Xxxxxxxx Farms Economic Development Area ("Allocation Area"), as an allocation economic development area in accordance with under IC 36-7-1414 and IC 36-39 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 of 2023 (Xxxxxx Logistics Project) in the aggregate principal amount of $3,025,000 ("Series 2023 Bonds") pursuant to the Trust Indenture dated as of March 1, 2023 ("Indenture") between the Issuer and The Huntington National Bank, Indianapolis, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2023 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 2023 Bonds from the TIF Revenues and Taxpayer Payments (each as defined herein); The Series 2023 Bonds issued under the Indenture will be payable solely out of TIF Revenues and Taxpayer Payments or Bond proceeds7-25.

MISCELLANEOUS PROVISIONS 21. Section 9.1. Financing Agreement for Benefit of Parties Hereto 21 Section 9.2. Severability 21 Section 9.3. Limitation on Interest 21 Section 9.4. Addresses for Notice and Demands 21 Section 9.5. Successors and Assigns 23 22 Section 9.6. Counterparts 23 Section 9.7. Governing Law 23 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT, dated as of March June 1, 2023 2020 ("Financing Agreement") between DRG INDUSTRIAL FUND I AVON, LLCYORKTOWN REAL EQUITIES INC., a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware and authorized to conduct business in the State of Indiana ("Company"), and the TOWN OF AVONYORKTOWN, 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 the diversification of economic development and development, promotion of job opportunities in or near such Issuer and providing housing options to attract new residents to the community and retain existing residents looking for new housing options within the community and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; The Avon Yorktown Redevelopment Commission ("Redevelopment Commission") did on February 15August 14, 20212019, adopt a declaratory resolution ("Declaratory Resolution") establishing the Xxxxxx Xxxxxx Parkway South SR 32 Economic Development Area ("Area") located in the Town and, following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on April 19June 11, 20212020; 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 three allocation areaareas, including the Xxxxxx Logistics Bison #1 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 construction employment opportunities in opportunities, residential housing near downtown Yorktown and 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 [Taxable] Economic Development Revenue Bonds of 2023 Bonds, Series 2020 (Xxxxxx Logistics Bison Project) in the aggregate principal amount of $3,025,000 $ ("Series 2023 2020 Bonds") pursuant to the Trust Indenture dated as of March June 1, 2023 2020 ("Indenture") between the Issuer and The Huntington National Bank, Indianapolis, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 2023 2020 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 2023 2020 Bonds from the TIF Revenues and Taxpayer Payments (each as defined herein); The Series 2023 2020 Bonds issued under the Indenture will be payable solely out of TIF Revenues and Taxpayer Payments or Bond proceeds.