9408-03 Authorizing the issuance of Bonds to evidence a loan from the Indiana Department of Environmental Management Brown-Fields Cleanup Revolving Loan Fund

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the Series B Bond and each of the Forgivable Additional Bonds, if any, shall be marked "canceled" and returned to Borrower. If any one of the three aforementioned deliverables are not received by the IDFA by February 28, 2005, the Economic Development Goals will be deemed unattained and payments on the forgivable component of the Loan shall commence on June 30, 2005 including principal and accrued interest in the amount set forth in the amortization schedule provided as Exhibit A to the Series B Bond in Attachment D. Section 8. The Borrower, without penalty, may prepay the Loan at any time during the term of this Loan. ARTICLE II. BORROWER'S REPRESENTATIONS AND WARRANTIES To induce the IDFA to enter into this Loan Agreement to make the Loan, the Borrower represents and warrants to the IDFA that: Section 1. The Borrower is a political subdivision as defined in Indiana Code 13-11-2-164(c). Section 2. The Common Council (the "Common Council") of Borrower approved the Loan and the Brownfields Project in Ordinance No. 9361-02 and Ordinance No. = 03 (collectively, the "Ordinances"), along with a commitment for repayment of the Loan pursuant to Indiana Code 13-19-5, with such Ordinances being attached hereto and made a part hereof as Attachment E. Section 3. The Borrower's governing body has authorized the development and approval of the Economic Development Goals and the timetable for such goals. Section 4. The Borrower is eligible for a partially forgivable Loan pursuant to the BCRLF Program Guidelines as modeled after Indiana Code 13-19-5, and its Economic Development Goals, identifed in Attachment C, satisfy the requirements of Indiana Code 13-19-5. Section 5. The Borrower has taken all necessary actions to borrow funds from the BCRLF, including obtaining an authorizing letter from bond counsel, and is authorized to execute and deliver the Loan Documents and enter into the transactions contemplated by the Loan Documents. The performance of the Borrower's obligations under the Loan Documents and compliance with their provisions will not result in or constitute a default or be in conflict with any instrument, document, decree, order, judgment, statute, rule or governmental regulation applicable to the Borrower. Section 6. Assuming the due authorization and execution of the Loan Documents by the IDFA, each of these instruments will constitute legal, valid, and binding obligations of the Borrower, enforceable against it in accordance with their respective terms. The Loan evidenced by the Loan Documents shall be payable from the revenue sources described in the Ordinances or other additional legally available revenues of the Borrower, subject to a new ordinance adopted by the Common Council of the City. The Loan shall not constitute a general obligation of the Borrower. The Loan described herein shall be evidenced by the Bonds issued pursuant to the Ordinances. Section 7. The Borrower acknowledges that the Cooperative Agreements entered into between the IDEM and the USEPA, incorporated by reference herein, in conjunction with the BCRLF Memorandum of Understanding entered into between the IDFA and the IDEM pursuant to the -4-