Agenda - Council - 03/24/2015 - Laserfiche WebLink

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(c) A Manager's Certificate for the Developer, in a form acceptable to the HRA, certifying as to the following: (i) the accuracy and completeness of an attached copy of the Developer's Articles of Organization, as filed with the Secretary of State of Indiana, the terms of which must be acceptable to the HRA and which must include, without limitation, a provision which prohibits any amendments to the Developer's Articles of Organization that may adversely affect parties holding a security interest in a membership interest in Developer without the written consent of the holders of all first priority security interests in the membership interests of Developer and which provides that any such amendments adopted without the required consents are void; (ii) the accuracy and completeness of an attached copy of the Developer's Operating Agreement the terms of which must be acceptable to the HRA and which must include, without limitation, provisions which (A) provide that upon the enforcement of a security interest in a membership interest in the limited liability company, the secured party or its successor in interest becomes a member of the limited liability company and is entitled to fully participate in the management and affairs of the limited liability company and to exercise any and all rights of a member including all voting and governance rights; (B) prohibit, without the written consent of the holders of any first priority security interests in the membership interests of Developer, (I) the certification of the membership interests in Developer (II) Developer from electing to have membership interests in Developer treated as securities governed by Article 8 of the Uniform Commercial Code as presently enacted in the state of Indiana; (III) the issuance of additional membership interests in Developer and (IV) any amendments to the Developer's Operating Agreement that may adversely affect parties holding a security interest in a membership interest in Developer and (C) provides that any amendments adopted without the consents referenced in subsection (B) are void; and (iii) the due adoption and accuracy of resolutions of Developer's members authorizing the execution of the Issuer Acknowledgment and identifying, by name and title the person or persons authorized to execute the Issuer Acknowledgment on behalf of Developer. (d) A Certificate of Existence for the Developer from the Secretary of State of Indiana, dated not more than fifteen (15) days before the date of this Loan Agreement. '(g) A Certificate of Authorization for Developer from the Secretary of State of Minnesota dated not more than fifteen (15) days before the date of this Loan Agreement. ARTICLE III CONSTRUCTION LOAN COMMITMENT Section 3.1 Commitment of the HRA to Lend and the Loan Agreement. Subject to the terms and conditions hereof and of the Notes and other Loan Documents delivered herewith, the HRA agrees to loan to Borrower, and Borrower agrees to borrow from the HRA, an amount not to exceed $ [to be completed prior to execution with an amount equal to the sum of (i) $1,420,000; (ii) $6,825,000; and (iii) the Costs of Issuance, as defined in the Development Agreement]. HRA shall make Advances against the Notes until the Loans are fully advanced, in the stages and subject to the limitations as set forth below. The HRA shall have no obligation to make any Advances against the Notes after the Completion Date. C-2-7 2695614v16