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

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In addition, the HRA is not obligated to and will not Advance more than $1,000,000 of the proceeds of Loan No. 2 to Developer between the 31st day and 60th day following the HRA's conveyance of the Development Property to Borrower and is not obligated to and will not Advance more than an additional $1,000,000 of the proceeds of Loan No. 2 to Borrower between the 61St day and 90th 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 Borrower's Draw Requests and to provide the certification described in Section 4.1(e). Borrower 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 Borrower 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, Borrower represents and warrants to HRA as of the date of this Loan Agreement that: Section 5.1 Organization and Qualification of the Borrower. Borrower is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. Borrower 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 Borrower. Section 5.2 Organization and Qualification of Corporate Guarantor. The Corporate Guarantor is a corporation 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 Borrower 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 Borrower 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 C-2-11 2695614v16