Agenda - Council - 09/27/2011 - Special

Home

Section 5.2 Organization and Qualification of Corporate Guarantor. The Corporate Guarantor is a duly organized, validly existing and in good standing under the laws of the State of Indiana. The Corporate Guarantor 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 Corporate Guarantor. Section 5.3 Authority; Validity; Binding Effect. The execution and delivery of the Loan Documents, the borrowing of funds contemplated thereby, and the performance or observance by Developer of its obligations under the Loan Documents do not contravene or violate any provision of law, or any covenant, indenture or agreement of or binding upon the Developer and do not require the consent or approval of any governmental entity or agency thereof. The execution and delivery of the Corporate Guaranty and the performance or observance by the Corporate Guarantor of its obligations under the Corporate Guaranty have been duly authorized by all necessary corporate action the of Corporate Guarantor, do not contravene or violate any provision of law, any Organizational Document of Corporate Guarantor or any covenant, indenture or agreement of or binding upon Corporate Guarantor and do not require the consent or approval of any governmental entity or agency thereof. The Loan Documents are legal, valid and binding obligations of the Developer, the Corporate Guarantor and the Personal Guarantor, and the Loan Documents are enforceable against the Developer, the Corporate Guarantor and the Personal Guarantor (as the case may be) in accordance with their respective terms. Section 5.4 Compliance with Laws. To the best of the Developer's actual knowledge, no violation of any law, ordinance, regulation or requirement exists with respect to the Project, and the Developer is in compliance with all other laws, ordinances, regulations and requirements where the failure to comply would reasonably be expected to have a material adverse effect on the Developer, its activities or its financial condition. Section 5.5 Pending Actions. There are no material actions, suits or proceedings pending, or to the knowledge of the Developer, threatened against or affecting the Developer or the Project, and the Developer is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority. Section 5.6 No Breach. The consummation of the transaction contemplated hereby and performance of this Loan Agreement, the Loan Documents, and all other documents executed and delivered in connection herewith will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, partnership agreement or other instrument to which the Developer, the Corporate Guarantor or the Personal Guarantor is a party, or by which the Developer, the Corporate Guarantor or the Personal Guarantor may be bound or affected. Section 5.7 No Event of Default. No Default or Event of Default has occurred and is continuing as of the date hereof. 2695614v12 A -10