Agenda - Council - 09/27/2011 - Special

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equal to the "Costs of Issuance," as defined in the Development Agreement. The HRA's Advance to itself of an amount equal to the Costs of Issuance is not subject to the limitations on advances set forth in Section 4.8. Section 4.7 Interest on Loan No. 2. The unpaid principal amount of Advances of Loan No. 2 shall bear interest as set forth in Note No. 2. Section 4.8 Additional Limitations on Advances of the Proceeds of Loan No. 2. The HRA is not obligated to and will not Advance any proceeds of Loan No. 2 to Developer before the later of the date thirty (30) days after the HRA conveys the Development Property to Developer, the date Developer commences construction of the Minimum Improvements or June 1, 2012. For purposes of this Section 4.8, the Developer is deemed to have Commenced Construction when Developer has (a) obtained all building permits from the City of Ramsey, Minnesota, necessary for the construction of the Minimum Improvements; and (b) commenced the construction of the footings and foundations for the Minimum Improvements, as defined in the Development Agreement. In addition, the HRA is not obligated to and will not Advance more than $1,000,000 of the proceeds of Loan No. between the 31S day and 60 day following the HRA's conveyance of the Development Property to Developer and is not obligated to and will not Advance more than an additional $1,000,000 of the proceeds of Loan No. 2 to Developer between the 61s day and 90 day following the HRA's conveyance of the Development Property to the Developer. Section 4.9 Inspecting Architect. The HRA shall hire an architect licensed in the State of Minnesota to review Developer's Draw Requests and to provide the certification described in Section 4.1(e). Developer is responsible for payment of the Inspecting Architect's fees and costs which payments may be included in the Draw Request. The HRA will cooperate with Developer in the selection of the Inspecting Architect, it being the intent of the HRA and the Developer to use the same architect that PNC Bank, National Association uses as PNC Bank, National Association's inspecting architect for purposes of the PNC Loan Documents. ARTICLE V REPRESENTATIONS AND WARRANTIES To induce HRA to make the requested Loan hereunder, the Developer represents and warrants to HRA as of the date of this Loan Agreement that: Section 5.1 Organization and Qualification of the Developer. The Developer is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. The Developer has the power and authority to own its property and to carry on its activities as now being conducted, and is qualified and licensed to do business and is in good standing in every jurisdiction where failure to qualify could have a material adverse effect on the financial condition, activities, or operations of the Developer. 2695614v12 A -9