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<br /> <br /> <br /> 5 <br />Section 2.2. Representations and Covenants of the Borrower. The Borrower represents <br />and warrants that: <br />(a) It is an Indiana nonprofit corporation duly organized and validly existing under the <br />laws of the State and authorized to do business in the State, is not in violation of any laws in any <br />manner material to its ability to perform its obligations under this Agreement and the Note, has <br />full power to enter into and perform its obligations under this Agreement and the Note, and by <br />proper action has duly authorized the execution and delivery of this Agreement and the issuance <br />of the Note. <br />(b) All of the proceeds from the Loan provided hereunder (including any income <br />earned on the investment of such proceeds) will be used for costs of acquiring and constructing <br />the Project. <br />(c) The provision of financial assistance to be made available to it under this <br />Agreement from the proceeds of the Loan and the commitments therefor made by the City have <br />induced the Borrower to undertake the Project and such Project will create additional jobs and <br />employment opportunities within the boundaries of the City and result in the private investment <br />of the Project of approximately Ten Million Dollars ($10,000,000). <br />(d) Neither the execution and delivery of this Agreement, the consummation of the <br />transactions contemplated hereby including execution and delivery of the Note, nor the fulfillment <br />of or compliance with the terms and conditions of this Agreement, conflicts with or results in a <br />breach of the terms, conditions or provisions of the Borrower’s Articles of Incorporation or Bylaws <br />or any restriction or any agreement or instrument to which the Borrower is now a party or by which <br />it is bound or to which any of its property or assets is subject or of any statute, order, rule or <br />regulation of any court or governmental agency or body having jurisdiction over the Borrower or <br />its property, or constitutes a default under any of the foregoing, or results in the creation or <br />imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of <br />the Borrower under the terms of any instrument or agreement, except as set forth in this Agreement <br />or in such manner as will not materially impair the ability of the Borrower to perform its <br />obligations hereunder. <br />(e) The execution, delivery and performance by the Borrower of this Agreement and <br />the Note do not require the consent or approval of, the giving of notice to, the registration with, or <br />the taking of any other action in respect of, any federal, state or other governmental authority or <br />agency, not previously obtained or performed. <br />(f) This Agreement and the Note have been duly executed and delivered by the <br />Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable <br />against the Borrower in accordance with their respective terms, except as may be limited by <br />bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in <br />general. The enforceability of the Borrower’s obligations under said documents is subject to <br />general principles of equity (regardless of whether such enforceability is considered in a <br />proceeding at law or in equity).