Bill No. 67-22 Ordinance Authorizing Fund for SB Choc. Dest. Pr.

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defined) in accordance with Section 3.3 or assigned this Loan Agreement in accordance with Section 3.11 of this Loan Agreement. (f) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2022 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 any law or any governmental rule, regulation or order 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. (g) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 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. (h) Assuming the due authorization, execution and delivery thereof by the other parties thereto, this Loan Agreement and the Series 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. (i) 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 2022 Note. (j) Upon receipt by the City of evidence from the lender of Borrower that Borrower 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, (ii) proof to the City's satisfaction of the expenditure of the total investment set forth in Section 2.2(c), and (iii) the IDM Opening, as evidenced by an Affidavit of 4854-2813-5735.5