Bill No. 84-23 TIF-EDC Forgivable Loan

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ARTICLE II. REPRESENTATIONS; LOAN OF TIF REVENUES Section 2.1. Representations by City. The City represents and warrants that: (a) The City is a municipal corporation duly organized and validly existing under the laws of the State. Under the provisions of the Act, the City has been authorized by action of its governing body to enter into the transactions contemplated by this Loan Agreement and to carry out its obligations hereunder. (b) The City agrees to make the Loan for the purpose of financing a portion of the construction of the Project for the benefit of the Borrower,to benefit the health,safety,morals and general welfare of the citizens of the City, increase economic well-being of the State,promote job opportunities and attract major new businesses. Section 2.2. Representations by Borrower. Borrower represents and warrants that: (a) The Borrower is an Indiana Nonprofit Corporation duly organized under the laws of the State of Indiana, validly exists and authorized to do business 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 Loan Agreement and the Series 2023 Note, has the power to enter into and to perform its obligations under this Loan Agreement and the Series 2023 Note, and has duly authorized the execution and delivery of this Loan Agreement and the Series 2023 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 2023 Note(including any income earned on the investment of such proceeds)provided to the Borrower will be used solely for Project Costs. (d) The Borrower intends to develop, construct and operate or cause the Development to be developed,constructed and operated as an economic development facility under the Act until the expiration or earlier termination of this 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. (e) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2023 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 6 4865-5920-9350.2