Common use of MISCELLANEOUS PROVISIONS 20 Clause in Contracts

MISCELLANEOUS PROVISIONS 20. Section 9.1. Financing Agreement for Benefit of Parties Hereto 20 Section 9.2. Severability 20 Section 9.3. Limitation on Interest 20 Section 9.4. Addresses for Notice and Demands 20 Section 9.5. Successors and Assigns 21 Section 9.6. Counterparts 21 Section 9.7. Governing Law 21 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT dated as of February 1, 2019 ("Financing Agreement") between Xxxxxxx Development, LLC, an Indiana limited liability company organized, and authorized to do business in the State of Indiana ("Company"), and the CITY OF NOBLESVILLE, INDIANA ("Issuer"), a political subdivision duly organized and validly existing under the laws of the State of Indiana. PRELIMINARY STATEMENT Indiana Code, Title 36, Article 7, Chapters 11.9, -12, -14 and -25 (collectively, "Act") has been enacted by the General Assembly of Indiana. The Act provides that an Issuer may, pursuant to the Act, issue revenue bonds for the purpose of financing costs of economic development facilities, for diversification of economic development and promotion of job opportunities in or near the Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes. The Noblesville Redevelopment Commission adopted a declaratory resolution on November 14, 2002 creating the Noblesville Corporate Campus West Economic Development Area ("CCW Area"), as amended on April 18, 2008 and May 2, 2014 (collectively, as amended, "CCW Declaratory Resolution"), which was effective as of those dates and was confirmed by confirmatory resolutions adopted on December 3, 2002, as amended on June 6, 2014 (collectively, as amended, "CCW Confirmatory Resolution"). The CCW Declaratory Resolution approved the economic development plan, as amended (collectively, as amended, "CCW Plan") for the CCW Area which CCW Plan contained specific recommendations for economic development in the CCW Area, and the CCW Declaratory Resolution established the Noblesville Corporate Campus West Allocation Area in accordance with IC 36-7-14-39 ("CCW Allocation Area") for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the CCW Allocation Area. The Commission adopted a declaratory resolution, dated December 13, 2018 ("Central 000xx Xxxxxx Declaratory Resolution") establishing the Central 000xx Xxxxxx Economic Development Area ("Central 000xx Xxxxxx Area"), as confirmed by a confirmatory resolution, dated February 8, 2019 ("Central 000xx Xxxxxx Confirmatory Resolution"), establishing the Central 000xx Xxxxxx Xxxxxxxxxx Xxxx ("Central 000xx Xxxxxx Xxxxxxxxxx Xxxx") within the Central 000xx Xxxxxx Area. The Central 000xx Xxxxxx Declaratory Resolution approved the economic development plan ("Central 000xx Xxxxxx Xxxx") for the Central 000xx Xxxxxx Area which Central 000xx Xxxxxx Plan contained specific recommendations for economic development in the Central 000xx Xxxxxx Area, and the Central 000xx Xxxxxx Declaratory Resolution established the Central 146th Street Allocation Area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Central 000xx Xxxxxx Allocation Area. Upon finding that the Project and the proposed financing of the construction thereof will create additional employment opportunities in the City of Noblesville, Indiana ("City"); will benefit the health, safety, morals, and general welfare of the citizens of the City and the State of Indiana; and will comply with the purposes and provisions of the Act, the Issuer adopted an ordinance approving the proposed financing. The Issuer intends to issue its Taxable Annual Appropriation Economic Development Revenue Bonds, Series 2019 (Xxxxxx/Xxxxxxx Project) ("Series 2019 Bonds") in the aggregate principal amount of not to exceed Seven Thousand One Hundred Dollars ($7,100,000) pursuant to the Trust Indenture dated as of February 1, 2019 ("Indenture") from the Issuer to The Bank of New York Mellon Trust Company, N.A., Indianapolis, Indiana, as Trustee ("Trustee") and intends to provide the proceeds of the Series 2019 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance a portion of the Project (as hereinafter defined), in or physically connected to the hereinafter defined Areas and to pay issuance costs. This Financing Agreement provides for the payment by the City of the Series 2019 Bonds from an annual appropriation request through the budget process from the Common Council of the City ("Annual Appropriation") from any legally available general revenues of the City ("General Revenues"), reduced and offset from time to time throughout each year by receipt and deposit of pledged TIF Revenues, junior and subordinate to the Outstanding Obligations (as to the pledge of CCW Tax Increment), and pledged Taxpayer Payments (each as hereinafter defined). Subject to the further provisions of this Financing Agreement, the Series 2019 Bonds will be payable out of annually appropriated General Revenues, offset by available TIF Revenues, junior and subordinate to the Outstanding Obligations, Taxpayer Payments, Bond proceeds and Net Proceeds (as hereinafter defined). In consideration of the premises, the use of the proceeds of the Series 2019 Bonds and of other good and valuable consideration, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Financing Agreement. The Company and the Issuer hereby covenant and agree as follows:

MISCELLANEOUS PROVISIONS 20. Section 9.1. Financing Agreement for Benefit of Parties Hereto 20 Section 9.2. Severability 20 Section 9.3. Limitation on Interest 20 Section 9.4. Addresses for Notice and Demands 20 Section 9.5. Successors and Assigns 21 Section 9.6. Counterparts 21 Section 9.7. Governing Law 21 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT AGREEMENT, dated as of February August 1, 2019 2022 ("Financing Agreement") between Xxxxxxx DevelopmentCSC DEVELOPMENT, LLC, an Indiana a limited liability company organized, duly organized and authorized to do business in validly existing under the laws of the State of Indiana ("Company"), and the CITY TOWN OF NOBLESVILLEZIONSVILLE, INDIANA ("Issuer")INDIANA, a political subdivision municipal corporation duly organized and validly existing under the laws of the State of IndianaIndiana ("Issuer" and "Town"). PRELIMINARY STATEMENT Indiana Code, Title 36, Article 7, Chapters 11.9, -1212, -14 14 and -25 25 as supplemented and amended (collectively, "Act") has been enacted by ), authorizes and empowers the General Assembly of Indiana. The Act provides that an Issuer may, pursuant to the Act, issue revenue bonds and to provide the proceeds therefrom for the purpose of financing costs of economic development facilities, facilities and infrastructure for diversification of economic development and promotion of job opportunities in or near the such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes. ; The Noblesville Zionsville Redevelopment Commission ("Redevelopment Commission") adopted a declaratory resolution on November 14, 2002 creating the Noblesville Corporate Campus West Economic Development Area ("CCW Area")resolution, as amended on April 18October 26, 2008 and May 2, 2014 2015 (collectively, as amended, "CCW Declaratory Resolution")) establishing the Whitestown 334/700 Economic Development Area #1 ("Area") located in the Town and, which was effective as of those dates and was following public hearings, confirmed by a confirmatory resolutions resolution adopted on December 3February 22, 2002, as amended on June 6, 2014 (collectively, as amended, "CCW Confirmatory Resolution"). 2016; The CCW Declaratory Resolution approved the economic development plan, as amended (collectively, as amended, "CCW Plan") for the CCW Area which CCW Plan contained specific recommendations for economic development in the CCW Area, and the CCW Declaratory Resolution established the Noblesville Corporate Campus West Allocation Area in accordance with IC 36-7-14-39 an allocation area ("CCW Allocation Area") for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the CCW Allocation Area. The Commission adopted a declaratory resolution, dated December 13, 2018 ("Central 000xx Xxxxxx Declaratory Resolution") establishing the Central 000xx Xxxxxx Economic Development Area ("Central 000xx Xxxxxx Area"), as confirmed by a confirmatory resolution, dated February 8, 2019 ("Central 000xx Xxxxxx Confirmatory Resolution"), establishing the Central 000xx Xxxxxx Xxxxxxxxxx Xxxx ("Central 000xx Xxxxxx Xxxxxxxxxx Xxxx") within the Central 000xx Xxxxxx Area. The Central 000xx Xxxxxx Declaratory Resolution approved the economic development plan ("Central 000xx Xxxxxx Xxxx") for the Central 000xx Xxxxxx Area which Central 000xx Xxxxxx Plan contained specific recommendations for economic development in the Central 000xx Xxxxxx Area, and the Central 000xx Xxxxxx Declaratory Resolution established the Central 146th Street Allocation Area an allocation area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Central 000xx Xxxxxx Allocation Area. Upon ; The Issuer, upon finding that the Project (as hereinafter defined) and the proposed financing of the construction thereof will create additional lead to the creation of employment opportunities in the City Town and furtherance of Noblesville, Indiana ("City")private investment; will benefit the health, safety, morals, and general welfare of the citizens of the City Town and the State of Indiana; and will comply with the purposes and provisions of the Act, the Issuer adopted an ordinance approving the proposed financing. ; The Issuer intends to issue its Taxable Annual Appropriation Economic Development Revenue Bonds, Series 2019 2022 (Xxxxxx/Xxxxxxx The Xxxxx Apartments Project) ("Series 2019 Bonds") in the aggregate principal amount of not to exceed Seven Thousand One Hundred Dollars $5,692,000 ($7,100,000) "Series 2022 Bonds"), pursuant to the Trust Indenture dated as of February August 1, 2019 2022 ("Indenture") from the Issuer to The Bank of New York Mellon Trust CompanyOld National Wealth Management, N.A., IndianapolisEvansville, Indiana, as Trustee ("Trustee") ), and intends to provide the proceeds of the Series 2019 2022 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance a portion of the Project and Costs of Construction (each as hereinafter defined), in or physically connected to the hereinafter defined Areas and to pay issuance costs. ; This Financing Agreement provides for the payment by the City Issuer of the Series 2019 2022 Bonds from an annual appropriation request through the budget process from the Common Council of the City ("Annual Appropriation") from any legally available general revenues of the City ("General Revenues"), reduced and offset from time to time throughout each year by receipt and deposit of pledged TIF Revenues, junior and subordinate to the Outstanding Obligations Revenues (as to defined herein); The Series 2022 Bonds issued under the pledge of CCW Tax Increment), and pledged Taxpayer Payments (each as hereinafter defined). Subject to the further provisions of this Financing Agreement, the Series 2019 Bonds Indenture will be payable solely out of annually appropriated General Revenues, offset by available TIF Revenues, junior and subordinate to the Outstanding Obligations, Taxpayer Payments, Bond proceeds and Net Proceeds Revenues (as hereinafter defined). In consideration of the premises, the use of the proceeds of the Series 2019 Bonds and of other good and valuable consideration, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Financing Agreement. The Company and the Issuer hereby covenant and agree as follows:defined herein) or Bond proceeds.

MISCELLANEOUS PROVISIONS 20. Section 9.1. Financing Agreement for Benefit of Parties Hereto 20 Section 9.2. Severability 20 Section 9.3. Limitation on Interest 20 Section 9.4. Addresses for Notice and Demands 20 Section 9.5. Successors and Assigns 21 Section 9.6. Counterparts 21 Section 9.7. Governing Law 21 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT AGREEMENT, dated as of February May 1, 2019 2021 ("Financing Agreement") between Xxxxxxx DevelopmentXXXXXX FLP, LLC, an Indiana a limited liability company organized, partnership duly organized and authorized to do business in validly existing under the laws of the State of Indiana ("Company"), and the CITY TOWN OF NOBLESVILLEZIONSVILLE, INDIANA ("Issuer")INDIANA, a political subdivision municipal corporation duly organized and validly existing under the laws of the State of IndianaIndiana ("Issuer" and “Town”). PRELIMINARY STATEMENT Indiana Code, Title 36, Article 7, Chapters 11.9, -1212, -14 14 and -25 25 as supplemented and amended (collectively, "Act") has been enacted by ), authorizes and empowers the General Assembly of Indiana. The Act provides that an Issuer may, pursuant to the Act, issue revenue bonds and to provide the proceeds therefrom for the purpose of financing costs of economic development facilities, facilities and infrastructure for diversification of economic development and promotion of job opportunities in or near the such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes. ; The Noblesville Zionsville Redevelopment Commission adopted ("Redevelopment Commission") did on August 28, 2017, adopt a declaratory resolution on November 14, 2002 creating ("Declaratory Resolution") establishing the Noblesville Corporate Campus West 000xx Xxxxxx Economic Development Area ("CCW Area")) located in the Town and, as amended on April 18following a public hearing, 2008 and May 2, 2014 (collectively, as amended, "CCW the Declaratory Resolution"), which was effective as of those dates and Resolution was confirmed by a confirmatory resolutions resolution adopted on December 3October 23, 2002, as amended on June 6, 2014 (collectively, as amended, "CCW Confirmatory Resolution"). 2017; The CCW Declaratory Resolution approved the economic development plan, as amended plan (collectively, as amended, "CCW Plan") for the CCW Area which CCW Plan contained specific recommendations for economic development in the CCW Area, and the CCW Declaratory Resolution established the Noblesville Corporate Campus West Allocation Area in accordance with IC 36-7-14-39 an allocation area ("CCW Allocation Area") for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the CCW Allocation Area. The Commission adopted a declaratory resolution, dated December 13, 2018 ("Central 000xx Xxxxxx Declaratory Resolution") establishing the Central 000xx Xxxxxx Economic Development Area ("Central 000xx Xxxxxx Allocation Area"), as confirmed by a confirmatory resolution, dated February 8, 2019 ("Central 000xx Xxxxxx Confirmatory Resolution"), establishing the Central 000xx Xxxxxx Xxxxxxxxxx Xxxx ("Central 000xx Xxxxxx Xxxxxxxxxx Xxxx") within the Central 000xx Xxxxxx Area. The Central 000xx Xxxxxx Declaratory Resolution approved the economic development plan ("Central 000xx Xxxxxx Xxxx") for the Central 000xx Xxxxxx Area which Central 000xx Xxxxxx Plan contained specific recommendations for economic development in the Central 000xx Xxxxxx Area, and the Central 000xx Xxxxxx Declaratory Resolution established the Central 146th Street Allocation Area an allocation area in accordance with IC 36-7-14-39 for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Central 000xx Xxxxxx Allocation Area. Upon Xxxxxxxxxx Xxxx; The Issuer, upon finding that the Project (as hereinafter defined) and the proposed financing of the construction thereof will create additional lead to the creation of employment opportunities in the City Town and furtherance of Noblesville, Indiana ("City")private investment; will benefit the health, safety, morals, and general welfare of the citizens of the City Town and the State of Indiana; and will comply with the purposes and provisions of the Act, the Issuer adopted an ordinance approving the proposed financing. ; The Issuer intends to issue its Taxable Annual Appropriation Economic Development Revenue Bonds, Series 2019 Bonds of 2021 (Xxxxxx/Xxxxxxx Appaloosa Crossing Project) ("Series 2019 Bonds") in the aggregate principal amount of not to exceed Seven Thousand One Hundred Dollars $3,626,000 ($7,100,000) "Series 2021 Bonds"), pursuant to the Trust Indenture dated as of February May 1, 2019 2021 ("Indenture") from the Issuer to The Bank of New York Mellon Trust CompanyOld National Wealth Management, N.A., IndianapolisEvansville, Indiana, as Trustee ("Trustee") ), and intends to provide the proceeds of the Series 2019 2021 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance a portion of the Project and Costs of Construction (each as hereinafter defined), in or physically connected to the hereinafter defined Areas and to pay issuance costs. ; This Financing Agreement provides for the payment by the City Issuer of the Series 2019 2021 Bonds from an annual appropriation request through the budget process from the Common Council of the City ("Annual Appropriation") from any legally available general revenues of the City ("General Revenues"), reduced and offset from time to time throughout each year by receipt and deposit of pledged TIF Revenues, junior and subordinate to the Outstanding Obligations Revenues (as to defined herein); The Series 2021 Bonds issued under the pledge of CCW Tax Increment), and pledged Taxpayer Payments (each as hereinafter defined). Subject to the further provisions of this Financing Agreement, the Series 2019 Bonds Indenture will be payable solely out of annually appropriated General Revenues, offset by available TIF Revenues, junior and subordinate to the Outstanding Obligations, Taxpayer Payments, Bond proceeds and Net Proceeds Revenues (as hereinafter defined). In consideration of the premises, the use of the proceeds of the Series 2019 Bonds and of other good and valuable consideration, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Financing Agreement. The Company and the Issuer hereby covenant and agree as follows:defined herein) or Bond proceeds.

MISCELLANEOUS PROVISIONS 20. Section 9.1. Financing Agreement for Benefit of Parties Hereto 20 Section 9.2. Severability 20 Section 9.3. Limitation on Interest 20 Section 9.4. Addresses for Notice and Demands 20 Section 9.5. Successors and Assigns 21 Section 9.6. Counterparts 21 Section 9.7. Governing Law 21 FINANCING AND COVENANT AGREEMENT This is a FINANCING AND COVENANT AGREEMENT dated as of February 1, 2019 ("Financing Agreement") between Xxxxxxx Development, LLC, an Indiana limited liability company organized, and authorized to do business in the State of Indiana ("Company"), and the CITY OF NOBLESVILLE, INDIANA ("Issuer"), a political subdivision duly organized and validly existing under the laws of the State of Indiana. PRELIMINARY STATEMENT Indiana Code, Title 36, Article 7, Chapters 11.9, -12, -14 and -25 (collectively, "Act") has been enacted by the General Assembly of Indiana. The Act provides that an Issuer may, pursuant to the Act, issue revenue bonds for the purpose of financing costs of economic development facilities, for diversification of economic development and promotion of job opportunities in or near the Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes. The Noblesville Redevelopment Commission adopted a declaratory resolution on November 14, 2002 creating the Noblesville Corporate Campus West Economic Development Area ("CCW Area"), as amended on April 18, 2008 and May 2, 2014 (collectively, as amended, "CCW Declaratory Resolution"), which was effective as of those dates and was confirmed by confirmatory resolutions adopted on December 3, 2002, as amended on June 6, 2014 (collectively, as amended, "CCW Confirmatory Resolution"). The CCW Declaratory Resolution approved the economic development plan, as amended (collectively, as amended, "CCW Plan") for the CCW Area which CCW Plan contained specific recommendations for economic development in the CCW Area, and the CCW Declaratory Resolution established the Noblesville Corporate Campus West Allocation Area in accordance with IC 36-7-14-39 ("CCW Allocation Area") for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the CCW Allocation Area. The Commission adopted a declaratory resolution, dated December 13, 2018 ("Central 000xx Xxxxxx Declaratory Resolution") establishing the Central 000xx Xxxxxx Economic Development Area ("Central 000xx Xxxxxx Area"), as confirmed by a confirmatory resolution, dated February 8, 2019 ("Central 000xx Xxxxxx Confirmatory Resolution"), establishing the Central 000xx Xxxxxx Xxxxxxxxxx Xxxx ("Central 000xx Xxxxxx Xxxxxxxxxx Xxxx") within the Central 000xx Xxxxxx Area. The Central 000xx Xxxxxx Declaratory Resolution approved the economic development plan ("Central 000xx Xxxxxx Xxxx") for the Central 000xx Xxxxxx Area which Central 000xx Xxxxxx Plan contained specific recommendations for economic development in the Central 000xx Xxxxxx Area, and the Central 000xx Xxxxxx Declaratory Resolution established the Central 146th Street Allocation Area in accordance with IC 36-7-14-39 ("Central 000xx Xxxxxx Allocation Area") for the purpose of capturing property taxes generated from the incremental assessed value of real property located in the Central 000xx Xxxxxx Allocation Area. Upon finding that the Project and the proposed financing of the construction thereof will create additional employment opportunities in the City of Noblesville, Indiana ("City"); will benefit the health, safety, morals, and general welfare of the citizens of the City and the State of Indiana; and will comply with the purposes and provisions of the Act, the Issuer adopted an ordinance approving the proposed financing. The Issuer intends to issue its Taxable Annual Appropriation Economic Development Revenue Bonds, Series 2019 (Xxxxxx/Xxxxxxx Project) ("Series 2019 Bonds") in the aggregate principal amount of not to exceed Seven Thousand One Hundred Dollars ($7,100,000) $ pursuant to the Trust Indenture dated as of February 1, 2019 ("Indenture") from the Issuer to The Bank of New York Mellon Trust Company, N.A., Indianapolis, Indiana, as Trustee ("Trustee") and intends to provide the proceeds of the Series 2019 Bonds pursuant to the provisions of this Financing Agreement to the Company to finance a portion of the Project (as hereinafter defined), in or physically connected to the hereinafter defined Areas and to pay issuance costs. This Financing Agreement provides for the payment by the City of the Series 2019 Bonds from an annual appropriation request through the budget process from the Common Council of the City ("Annual Appropriation") from any legally available general revenues of the City ("General Revenues"), reduced and offset from time to time throughout each year by receipt and deposit of pledged TIF Revenues, junior and subordinate to the Outstanding Obligations (as to the pledge of CCW Tax Increment), and pledged Taxpayer Payments (each as hereinafter defined). Subject to the further provisions of this Financing Agreement, the Series 2019 Bonds will be payable out of annually appropriated General Revenues, offset by available TIF Revenues, junior and subordinate to the Outstanding Obligations, Taxpayer Payments, Bond proceeds and Net Proceeds (as hereinafter defined). In consideration of the premises, the use of the proceeds of the Series 2019 Bonds and of other good and valuable consideration, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Financing Agreement. The This Financing Agreement is executed upon the express condition that if the Company shall keep, perform and observe all and singular the covenants and promises expressed in this Financing Agreement to be kept, performed and observed by the Company, then this Financing Agreement and the Issuer rights hereby covenant granted shall cease, determine and agree be void; otherwise to remain in full force and effect until such time as follows:all covenants and promises expressed herein shall have been performed and observed by the Company.