Bill No. 84-23 TIF-EDC Forgivable Loan

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create a vibrant and active residential and business community;and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing. In order to induce the Borrower to complete the Project,the City intends to issue and fund the forgivable Taxable Economic Development Revenue Note, Series 2023 ("Series 2023 Note") in an amount not to exceed $2,300,000 pursuant to the provisions of this Loan Agreement, and loan the proceeds of the Series 2023 Note, on a forgivable basis, to the Borrower to finance a portion of the cost of the Project in or physically connected to the Area. This Loan Agreement provides for the payment of the Series 2023 Note by the Borrower and further provides for the Borrower's repayment obligation to be evidenced by the Series 2023 Note, substantially in the form attached hereto as Exhibit A. Subject to the further provisions of this Loan Agreement, the loan will be payable solely out of the payments to be made by the Borrower(if any)on the Series 2023 Note. In consideration of the premises, the forgivable loan, the acceptance of the Series 2023 Note by the City, and of other good and valuable consideration, the receipt whereof is hereby acknowledged,the Borrower has executed and delivered this Loan Agreement. This Loan Agreement is executed upon the express condition that if the Borrower shall pay or cause to be paid all indebtedness hereunder(unless the 2023 Note is forgiven pursuant to Section 3.1 hereof) and shall keep, perform and observe all and singular the covenants and promises expressed in the Series 2023 Note, and this Loan Agreement to be kept, performed and observed by the Borrower,then the Series 2023 Note shall be forgiven by the holder of the Series 2023 Note. The Borrower and the City hereby covenant and agree as follows: ARTICLE I. DEFINITIONS AND EXHIBITS Section 1.1. Terms Defined. As used in this Loan Agreement,the following terms shall have the following meanings unless the context clearly otherwise requires: "Act" means, collectively, Indiana Code 36-7-11.9 and -12, and any successor provisions of the Indiana Code or successor codes. "Affidavit of Completion" means a written certificate of the Borrower stating that the Project has been completed and is ready for use. "Allocation Area"means the River West Development Area Allocation Area No. 1. "Area" means the River West Development Area. "Authorized Representative" means any officer of the Borrower or any other person certified by an officer of the Borrower to be the Borrower's Authorized Representative and with 2 4865-5920-9350.2