Common use of Representations by Xxxxxxxx Clause in Contracts

Representations by Xxxxxxxx. 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 2024D Loan Agreement and the Series 2024D Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D Note. (b) All of the proceeds from the Series 2024D 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 2024D Loan Agreement. (d) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D Note nor the fulfillment of or compliance with the terms and conditions of this 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement or the Series 2024D 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 2024D Loan Agreement or the Series 2024D Note.

Representations by Xxxxxxxx. Borrower represents and warrants that:that:‌ (a) The Borrower is a nonprofit corporation an Indiana Nonprofit Corporation duly organized and validly existing under the laws of the State of Indiana Indiana, validly exists and authorized to do business in under the laws of the State of Indiana, is not in violation of any provision of its Articles of Incorporation, 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 2024D Loan Agreement and the Series 2024D 2023 Note, has full the power to enter into and to perform its obligations under this Loan Agreement and the Series 2024D 2023 Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D Note2023 Note by appropriate corporate action. (b) The Borrower anticipates creating up to approximately 8 full-time job opportunities. The Borrower and its affiliates shall cause a total investment of up to approximately $13,700,000 in real and depreciable personal property (exclusive of land costs). (c) All of the proceeds from the Series 2024D Bonds 2023 Note (including any income earned on the investment of such proceeds) provided to the Borrower will be used solely for Financed Project Costs. (cd) Pursuant The Borrower intends to develop, construct and operate or cause the terms of the Project AgreementDevelopment to be developed, the Project will be constructed and operated as an economic development facility under the Act, Act until the expiration or earlier termination of this 2024D Loan Agreement as provided herein, unless the Borrower has sold or otherwise transferred the Development to a Surviving Corporation (as hereinafter defined) in accordance with Section 3.3 or assigned this Loan Agreement in accordance with Section 3.11 of this Loan Agreement. (de) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 2023 Note nor the fulfillment of or compliance with the terms and conditions of this 2024D Loan Agreement, will contravene the Borrower’s articles 's Articles of incorporation or bylaws Incorporation 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. (ef) The execution, delivery and performance by the Borrower of this 2024D Loan Agreement and the Series 2024D 2023 Note do not require the consent or approval of, 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. (fg) This 2024D Assuming the due authorization, execution and delivery thereof by the other parties thereto, this Loan Agreement and the Series 2024D 2023 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). (gh) 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 2024D Loan Agreement or the Series 2024D 2023 Note. (hi) 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 2024D Loan Agreement or the Series 2024D 2023 Note. (j) Upon the Mandatory Project Completion Date, as evidenced by a written Certificate of Completion, to be delivered to the Controller, the Series 2023 Note will be forgiven.

Representations by Xxxxxxxx. 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 2024D Loan Agreement and the Series 2024D 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D 20 Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D 20 Note. (b) All of the proceeds from the Series 2024D 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 2024D Loan Agreement. (d) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 20 Note nor the fulfillment of or compliance with the terms and conditions of this 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement or the Series 2024D 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 2024D Loan Agreement or the Series 2024D 20 Note.

Representations by Xxxxxxxx. Borrower represents and warrants that: (a) The Borrower It is a nonprofit corporation an Indiana limited liability company 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 2024D 2024C Loan Agreement and the Series 2024D 2024C Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D 2024C Note, and by proper action has duly authorized the execution and delivery of this 2024D 2024C Loan Agreement and the issuance of the Series 2024D 2024C Note. (b) All of the proceeds from the Series 2024D 2024C Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project CostsCosts of Construction. (c) Pursuant The Borrower intends to operate the terms of Project, or cause the Project Agreementto be operated, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this 2024D 2024C Loan Agreement. (d) Neither the execution and delivery of this 2024D 2024C Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 2024C Note nor the fulfillment of or compliance with the terms and conditions of this 2024D 2024C Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws operating agreement 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 2024D 2024C Loan Agreement and the Series 2024D 2024C 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 2024D 2024C Loan Agreement and the Series 2024D 2024C 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 2024D 2024C Loan Agreement or the Series 2024D 2024C 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 2024D 2024C Loan Agreement or the Series 2024D 2024C Note.

Representations by Xxxxxxxx. The Borrower represents and warrants that: (a) The Borrower It is a nonprofit corporation limited liability company 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 2024D Loan Agreement and the Series 2024D 2024A Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D 2024A Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D 2024A Note. (b) All of the proceeds from the Series 2024D 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 2024D Loan Agreement. (d) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby hereby, including execution and delivery of the Series 2024D Note 2024A Note, nor the fulfillment of or compliance with the terms and conditions of this 2024D 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 the 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 the Borrower under the terms of any instrument or agreement. (ec) The To the best of the Borrower’s knowledge, the execution, delivery and performance by the Borrower of this 2024D Loan Agreement and the Series 2024D 2024A 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. (fd) This 2024D Loan Agreement and the Series 2024D 2024A Note have been duly executed and delivered by the Borrower and, assuming the due authorization, execution and delivery thereof by the other parties thereto, 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). (ge) 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 2024D Loan Agreement or the Series 2024D 2024A Note. (hf) 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 2024D Loan Agreement or the Series 2024D 2024A Note.

Representations by Xxxxxxxx. 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 2024D Loan Agreement and the Series 2024D 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D 20 Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D 20 Note. (b) All of the proceeds from the Series 2024D 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 2024D Loan Agreement. (d) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 20 Note nor the fulfillment of or compliance with the terms and conditions of this 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement or the Series 2024D 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 2024D Loan Agreement or the Series 2024D 20 Note.

Representations by Xxxxxxxx. Borrower represents and warrants that:that:‌ (a) The Borrower IDM is a nonprofit corporation duly organized and validly existing incorporated under the laws of the State of Indiana Indiana, validly exists and authorized to do business in under the State laws of Indianathe State, is not in violation of any provision of its Articles of Incorporation and Bylaws, 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 2024D Loan Agreement and the Series 2024D 2022A Note, has full the power to enter into and to perform its obligations under this Loan Agreement and the Series 2024D 2022A Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D Note2022A Note by appropriate corporate action. (b) SBCC is a corporation duly incorporated under the laws of the State of Indiana, validly exists and authorized to do business under the laws of the State, is not in violation of any provision of its Articles of Incorporation and Bylaws, 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 Loan Agreement and the Series 2022B Note, has the power to enter into and to perform its obligations under this Loan Agreement and the Series 2022B Note, and has duly authorized the execution and delivery of this Loan Agreement and the Series 2022B Note by appropriate corporate action. (c) The Borrower anticipates creating up to approximately 144 new full time job opportunities. The Borrower and its affiliates anticipate causing a total investment of up to approximately $13,500,000 in real property (exclusive of land costs) and $1,900,000 in depreciable personal property. (d) All of the proceeds from the Series 2024D Bonds 2022 Note (including any income earned on the investment of such proceeds) provided to the Borrower will be used solely for Financed Project Costs. (ce) Pursuant The Borrower intends to develop, construct and operate or cause the terms of the Project AgreementFacilities to be developed, the Project will be constructed and operated as an economic development facility under the Act, Act until the expiration or earlier termination of this 2024D Loan Agreement as provided herein, unless the Borrower has sold or otherwise transferred the Facilities to a Surviving Corporation (as hereinafter defined) in accordance with Section 3.3 or assigned this Loan Agreement in accordance with Section 3.11 of this Loan Agreement. (df) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 2022 Note nor the fulfillment of or compliance with the terms and conditions of this 2024D Loan Agreement, will contravene the Borrower’s articles 's Articles of incorporation or bylaws Incorporation 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. (eg) The execution, delivery and performance by the Borrower of this 2024D Loan Agreement and the Series 2024D 2022 Note do not require the consent or approval of, 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. (fh) This 2024D Assuming the due authorization, execution and delivery thereof by the other parties thereto, this Loan Agreement and the Series 2024D 2022 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 2024D Loan Agreement or the Series 2024D Note. (hi) 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 2024D Loan Agreement or the Series 2024D 2022 Note. (j) Upon receipt by the City of evidence from the lender of Borrower that Xxxxxxxx has secured and closed additional funding that when combined with the Loan is sufficient to complete the construction of the Facilities, (1) IDM may draw, under the Series 2022A Note, up to [$1,700,000], for the purpose of paying (or reimbursing IDM) for improvements, equipment, exhibit or other site or infrastructure costs necessary or advisable for IDM to commence operations and open at the Project site (“IDM Opening”) and (2) SBCC may draw, under the Series 2022B Note, up to [$1,000,000], for the purpose of paying (or reimbursing SBCC) for tenant improvements, equipment, and other site or infrastructure other costs necessary or advisable for SBCC to commence operations at the Project site, including but not limited to the opening the anticipated retail, restaurant, visitors and exhibit areas (“SBCC Opening”). Upon the written request of an Authorized Representative of Borrower, funds under a Series 2022 Note shall be disbursed from the City to the Borrower pursuant to payment applications that list the vendor, the dollar amount and the description of the Project Costs (a “Pay Application”), which funds shall be disbursed to Borrower within thirty (30) days of the City’s receipt of a complete Pay Application in a form reasonably acceptable to the City and the availability of any supporting documentation reasonably requested by the City to properly review the Pay Application and confirm the Project Costs. In no event shall the aggregate draws exceed the actual cost of the Project. Upon (i) the completion of the Facilities and (ii) the IDM Opening, as evidenced by an Affidavit of Completion executed by IDM and accepted by the City, the Series 2022A Note shall be considered forgiven. Upon (i) the completion of the Facilities and (ii) the SBCC Opening, as evidenced by an Affidavit of Completion executed by SBCC and accepted by the City, the Series 2022B Note shall be considered forgiven.

Representations by Xxxxxxxx. 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 2024D Loan Agreement and the Series 2024D 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 2024D 20 Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D 20 Note. (b) All of the proceeds from the Series 2024D 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 Development Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this 2024D Loan Agreement. (d) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2024D 20 Note nor the fulfillment of or compliance with the terms and conditions of this 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement and the Series 2024D 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 2024D Loan Agreement or the Series 2024D 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 2024D Loan Agreement or the Series 2024D 20 Note.

Representations by Xxxxxxxx. Borrower represents and warrants that: (a) The Borrower It is a nonprofit corporation limited liability company 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 2024D Loan Agreement and the Series 2024D 2022 Note, has full power to enter into and perform its obligations under this Loan Agreement and the Series 2024D 2022 Note, and by proper action has duly authorized the execution and delivery of this 2024D Loan Agreement and the issuance of the Series 2024D 2022 Note. (b) The Project is of the type authorized and permitted by the Act. (c) All of the proceeds from the Series 2024D 2022 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project CostsCosts of Construction. (cd) 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, until the expiration or earlier termination of this 2024D Loan AgreementAgreement as provided herein. (de) Neither the execution and delivery of this 2024D Loan Agreement, the consummation of the transactions contemplated hereby hereby, including execution and delivery of the Series 2024D Note 2022 Note, nor the fulfillment of or compliance with the terms and conditions of this 2024D Loan Agreement, will contravene the Borrower’s articles of incorporation 's formation or bylaws governing documents 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 the 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 the Borrower under the terms of any instrument or agreement. (ef) The execution, delivery and performance by the Borrower of this 2024D Loan Agreement and the Series 2024D 2022 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. (fg) This 2024D Loan Agreement and the Series 2024D 2022 Note have been duly executed and delivered by the Borrower and constitute and, assuming due execution by the Issuer, constitutes the legal, valid and binding agreements agreement of the Borrower, enforceable against the Borrower in accordance with their respective its 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). (gh) 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 2024D Loan Agreement or the Series 2024D NoteAgreement. (hi) 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 2024D Loan Agreement or Agreement. (j) The Borrower reasonably anticipates that the estimated cost of the Project is $18,500,000 a portion of which will be paid using proceeds of the Series 2024D Note2022 Bonds and the estimated new full time jobs that may be created is 9 with an estimated annual payroll of $612,000. (k) Until such time as the Series 2022 Bonds shall have been fully paid, or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower covenants to pay all property tax bills for the multi-family portion of the Project being developed and constructed by the Borrower before the tax bills are delinquent; provided however, nothing contained herein shall prevent Company from exercising any right to appeal any tax assessments in accordance with Indiana law, subject to the following limitation. Until such time as the Series 2022 Bonds shall have been fully paid, or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower will not appeal any tax assessments relating to the Project to the extent such appeal would result in an assessed value of such portion of the Project the assessed value necessary to generate TIF Revenues equal to 125% of the debt service on the Series 2022Bonds. (l) Borrower covenants not to convey any parcels related to the Project to nonprofit entities unless such entities first enter into an agreement, in form and substance acceptable to the Town to make payment in lieu of taxes with respect to such parcel or parcels.