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 22 Section 9.6. Counterparts 22 Section 9.7. Governing Law 22 This is a FINANCING AND COVENANT AGREEMENT dated as of June 1, 2024 ("Financing Agreement") by and between Xxxxxxxx Farms SL Real Estate, LLC, a Delaware limited liability company duly organized and existing and authorized to do business under the laws of the State of Indiana ("Company"), and the TOWN OF ZIONSVILLE, INDIANA ("Town or Issuer"), a municipal corporation duly organized and validly existing under the laws of the State of 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 ("Commission") on September 23, 2019, adopted a declaratory resolution, as amended on March 26, 2024 (collectively, as amended, "Declaratory Resolution"), as confirmed by a confirmatory resolution adopted on December 23, 2019, as amended on May 28, 2024 ("Confirmatory Resolution"), establishing the Xxxxxxxx Farms Economic Development Area ("Area"), as an economic development area under IC 36-7-14 and IC 36-7-25.

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 22 23 Section 9.6. Counterparts 22 23 Section 9.7. Governing Law 22 23 This is a FINANCING AND COVENANT AGREEMENT AGREEMENT, dated as of June March 1, 2024 2023 ("Financing Agreement") by and between Xxxxxxxx Farms SL Real EstateDRG INDUSTRIAL FUND I AVON, 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 ZIONSVILLEAVON, INDIANA ("Town or Issuer")INDIANA, a municipal corporation duly organized and validly existing under the laws of the State of IndianaIndiana ("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 Avon Redevelopment Commission ("Redevelopment Commission") did on September 23February 15, 20192021, adopted adopt a declaratory resolution, as amended on March 26, 2024 resolution (collectively, as amended, "Declaratory Resolution")) establishing the Xxxxxx Xxxxxx Parkway South Development Area ("Area") located in the Town and, as following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on December 23April 19, 2019, as amended on May 28, 2024 2021; The Declaratory Resolution approved the economic development plan ("Confirmatory ResolutionPlan")) for the Area which Plan contained specific recommendations for economic development in the Area, establishing and the Xxxxxxxx Farms Economic Development Declaratory Resolution established an allocation area, including the Xxxxxx Logistics Allocation Area ("Allocation Area"), as an economic development allocation area under in accordance with IC 36-7-14 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 IC 36-7-25the 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 22 Section 9.6. Counterparts 22 23 Section 9.7. Governing Law 22 23 This is a FINANCING AND COVENANT AGREEMENT AGREEMENT, dated as of June 1, 2024 2020 ("Financing Agreement") by and between Xxxxxxxx Farms SL Real Estate, LLCYORKTOWN REAL EQUITIES INC., a Delaware limited liability company corporation duly organized and validly existing and authorized to do business under the laws of the State of Indiana ("Company"), and the TOWN OF ZIONSVILLEYORKTOWN, INDIANA ("Town or Issuer")INDIANA, a municipal corporation duly organized and validly existing under the laws of the State of IndianaIndiana ("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 Zionsville Yorktown Redevelopment Commission ("Redevelopment Commission") did on September 23August 14, 2019, adopted adopt a declaratory resolution, as amended on March 26, 2024 resolution (collectively, as amended, "Declaratory Resolution")) establishing the SR 32 Economic Development Area ("Area") located in the Town and, as following a public hearing, the Declaratory Resolution was confirmed by a confirmatory resolution adopted on December 23June 11, 2019, as amended on May 28, 2024 2020; The Declaratory Resolution approved the economic development plan ("Confirmatory ResolutionPlan")) for the Area which Plan contained specific recommendations for economic development in the Area, establishing and the Xxxxxxxx Farms Economic Development Declaratory Resolution established three allocation areas, including the Bison #1 Allocation Area ("Allocation Area"), as an economic development allocation area under in accordance with IC 36-7-14 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 IC 36-7-25the proposed financing of the construction thereof will lead to the creation of construction employment opportunities, residential housing near downtown Yorktown and the 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 2020 (Bison Project) in the aggregate principal amount of $ ("Series 2020 Bonds") pursuant to the Trust Indenture dated as of June 1, 2020 ("Indenture") between the Issuer and The Huntington National Bank, Indianapolis, Indiana, as Trustee ("Trustee"), and to provide the proceeds of the Series 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 2020 Bonds from the TIF Revenues (as defined herein); The Series 2020 Bonds issued under the Indenture will be payable solely out of TIF Revenues and Bond proceeds.