Common use of Representations by Borrower Clause in Contracts

Representations by Borrower. Borrower represents and warrants that: (a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 Note. (b) All of the proceeds from the Series 20 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 Note.

Representations by Borrower. The Borrower represents and warrants thatmakes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a nonprofit corporation duly organized and validly existing corporation in good standing under the laws of the State of Indiana Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to do business the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the State of IndianaBorrower, is not or its business, assets, condition (financial or otherwise), operations or prospects or in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 Note. (b) All of the proceeds from the Series 20 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 Note There have been duly executed and delivered no material defaults by any contractor or subcontractor under any contract made in connection with the Borrower and constitute the legal, valid and binding agreements construction or equipping of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)Project. (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any No material adverse change has occurred in the financial condition of the Borrower or might impair from that indicated in the ability of financial statements, application and other information furnished to the Borrower to perform its obligations under Department in connection with this Loan Agreement or the Series 20 NoteAgreement. (h) No event Event of Default has occurred and is continuing which continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of June 30, 2021. Noncompliance with this condition may cause loan funds to become de-obligated and reallocated to other drinking water projects at the lapse discretion of time or the giving Department. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of notice would constitute the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an event extension if such extension is mutually agreed upon by the Department and the Borrower. The final maturity date for repayment in full of default under this the Loan Agreement or will be based upon the Series 20 actual date of completion of the Project as more fully described in the Note.

Representations by Borrower. Borrower represents and warrants that:warrants (a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 2019C Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 2019C Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 2019C Note. (b) All of the proceeds from the Series 20 2019C Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 2019C Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 2019C Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 2019C Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2019C Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2019C Note.

Representations by Borrower. Borrower represents and warrants that:warrants (a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 2020 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 2020 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 2020 Note. (b) All of the proceeds from the Series 20 2020 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project to pay the principal of and interest, and premium, if any, on the Refunded Bonds and to pay Bond Issuance Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 2020 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 2020 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 2020 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2020 Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2020 Note.

Representations by Borrower. The Borrower represents and warrants that: (a) The Borrower It is a nonprofit corporation duly organized and limited liability company validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 2019 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 2019 Note. (b) All of the proceeds from the Series 20 2019 Bonds loaned to the Borrower hereunder (including any income earned on the investment of such proceeds) will be used for Financed Project Coststo finance a portion of the costs of the Project. (c) Pursuant The provision of financial assistance to be made available to it under this Loan Agreement from the terms proceeds of the Series 2019 Bonds and the commitments therefor made by the Issuer have induced the Borrower to undertake the Project Agreementand such Project will preserve and create additional jobs and employment opportunities within the boundaries of City of Valparaiso, Indiana. Furthermore, and notwithstanding the preceding and as the primary benefit for the Issuer, the Borrower intends to operate or cause the Project will to be operated as an economic development facility under the Actfor condominium purposes, until the expiration or earlier termination of this Loan AgreementAgreement as provided herein. Without the proceeds of the Series 2019 Bonds, the Project was not financially feasible and could not be completed. (d) Neither the execution and delivery of this Loan AgreementAgreement or the Series 2019 Note, the consummation of the transactions contemplated hereby including execution and delivery the issuance of the Series 20 Note 2019 Note, nor the fulfillment of or compliance with the terms and conditions of this Loan AgreementAgreement and the Series 2019 Note, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of the Borrower’s Articles of Organization or Operating Agreement or any restriction or any agreement or instrument to which the Borrower is now a party or by which it is boundbound or to which any of its property or assets is subject or (except in such manner as will not materially impair the ability of the Borrower to perform its obligations hereunder) of any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Borrower or its property, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lienslien, charges, charge or encumbrances encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement, except as set forth in this Loan Agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 2019 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 2019 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2019 Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2019 Note.

Representations by Borrower. Borrower represents and warrants that: (a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 2018A Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 2018A Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 2018A Note. (b) All of the proceeds from the Series 20 2018A Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 2018A Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 2018A Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 2018A Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2018A Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2018A Note.

Representations by Borrower. The Borrower represents and warrants thatmakes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a nonprofit corporation duly organized and validly existing corporation in good standing under the laws of the State of Indiana Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to do business the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the State of IndianaBorrower, is not or its business, assets, condition (financial or otherwise), operations or prospects or in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 Note. (b) All of the proceeds from the Series 20 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 Note There have been duly executed and delivered no material defaults by any contractor or subcontractor under any contract made in connection with the Borrower and constitute the legal, valid and binding agreements construction or equipping of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)Project. (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any No material adverse change has occurred in the financial condition of the Borrower or might impair from that indicated in the ability of financial statements, application and other information furnished to the Borrower to perform its obligations under Department in connection with this Loan Agreement or the Series 20 NoteAgreement. (h) No event Event of Default has occurred and is continuing which continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Project consists of water main transmission replacements to eight (8) service areas throughout New Castle County. Completion of planning and design for some of the areas has already occurred, with other areas completing planning and design throughout 2012. The Borrower acknowledges that construction on certain phases of the lapse Project began in April of time 2011 and is ongoing, with construction in other areas to begin throughout 2012. Noncompliance with this condition may cause loan funds to become de-obligated and reallocated to other drinking water projects. The Borrower will complete the acquisition, construction and equipping of the Project in various stages based on the service area being renovated, but all phases of the Project will be completed on or before July 31, 2013. The Borrower expects to adhere to the giving “Certificate of notice would constitute an event the Borrower and Projected Drawdown Schedule of default under this Loan Agreement or the Series 20 NoteProject” attached hereto as Exhibit F and made a part hereof.

Representations by Borrower. The Borrower represents and warrants thatmakes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a nonprofit corporation duly organized and validly existing corporation in good standing under the laws of the State of Indiana Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to do business the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the State of IndianaBorrower, is not or its business, assets, condition (financial or otherwise), operations or prospects or in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 Note. (b) All of the proceeds from the Series 20 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 Note There have been duly executed and delivered no material defaults by any contractor or subcontractor under any contract made in connection with the Borrower and constitute the legal, valid and binding agreements construction or equipping of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)Project. (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any No material adverse change has occurred in the financial condition of the Borrower or might impair from that indicated in the ability of financial statements, application and other information furnished to the Borrower to perform its obligations under Department in connection with this Loan Agreement or the Series 20 NoteAgreement. (h) No event Event of Default has occurred and is continuing which with continuing. (i) Except as may otherwise be approved by the lapse Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of time the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the giving Project as contemplated in the Project Budget. (m) The Borrower will complete the acquisition, construction and equipping of notice would constitute an event of default under this Loan Agreement the Project on or the Series 20 Notebefore February 11, 2011.

Representations by Borrower. Borrower represents and warrants that: (a) The Borrower is a nonprofit corporation limited liability company duly organized organized, existing and validly existing authorized to do business under the laws of the State of Indiana and authorized to do business in the State of IndianaState, is not in violation of any provision of its Articles of Organization or Operating Agreement, has not received notice and has no reasonable grounds to believe that it is in violation of any laws in any manner material to its ability to perform its obligations under this Financing and Loan Agreement and the Series 20 2020 Note, has full power to enter into and to perform its obligations under this Financing and Loan Agreement and the Series 20 2020 Note, and by proper action has duly authorized the execution and delivery of this Financing and Loan Agreement and the issuance of the Series 20 Note2020 Note by appropriate limited liability company action. (b) All of the proceeds from the Series 20 2020 Bonds (including any income earned on the investment of such proceeds) will be used solely for Financed Project CostsCosts of Construction. (c) Pursuant The Borrower intends to the terms of operate or cause the Project Agreement, the Project will to be operated as an economic development facility under the Act, Act until the expiration or earlier termination of this Financing and Loan AgreementAgreement as provided herein. (d) Neither the execution and delivery of this Financing and Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 2020 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles Articles of incorporation Organization or bylaws Operating Agreement or any law or any governmental rule, regulation or order currently presently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Financing and Loan Agreement and the Series 20 2020 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Assuming the due authorization, execution and delivery thereof by the other parties thereto, this Loan Agreement and the Series 20 2020 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2020 Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2020 Note. (i) The Borrower expects the Project to be completed by December 1, 2021.

Representations by Borrower. Borrower represents and warrants that: (a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 2018B Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 2018B Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 2018B Note. (b) All of the proceeds from the Series 20 2018B Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs. (c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement. (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 2018B Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 2018B Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 20 2018B Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. The enforceability of the Borrower’s obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 20 2018B Note. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 2018B Note.