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Rural Economic Development Loan Agreement and
<br />Legally Binding Commitment, Private Owner
<br />BUILDING REUSE PROGRAM – Revision #3
<br />EXHIBIT E
<br />
<br />2020-025-3201-2587
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<br />Legally Binding Commitment - 6
<br />or loss, cost or expense, including, without limitation, reasonable attorneys’ fees, fines,
<br />penalties and civil judgments, resulting from or arising out of or in connection with or
<br />pertaining to, any loss or damage to property or any injury to or death of any person
<br />occurring in connection with the Project, or resulting from any defect in the fixtures,
<br />machinery, equipment or other property used in connection with the Project or arising out
<br />of, pertaining to, or having any connection with, the Project or the financing thereof
<br />(whether or not arising out of acts, omissions or negligence of the Owner or of any third
<br />party (including, without limitation, any Business), or of any of their agents, contractors,
<br />servants, employees, licensees, lessees, or assignees), including any claims and losses
<br />accruing to or resulting from any and all subcontractors, material men, laborers and any
<br />other person, firm or corporation furnishing or supplying work, services, materials or
<br />supplies in connection with the Project.
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<br />11. Owner Representations and Warranties. The Owner hereby represents and warrants that:
<br /> (a). The Owner and every Business are duly authorized to do business under North
<br />Carolina law and are not delinquent on any federal, state or local taxes, licenses or
<br />fees.
<br /> (b). This LBC has been entered into and executed on behalf of the Owner by an individual
<br />with full actual and apparent authority to bind the Owner to the terms hereto, and the
<br />execution and delivery of this LBC have been duly authorized by all necessary action,
<br />and are not in contravention of law nor in contravention of any certificate of
<br />authority, bylaws or other applicable organizational documents of the Owner, nor are
<br />they in contravention of the provisions of any indenture, agreement or undertaking to
<br />which the Owner is a party or by which it is bound.
<br /> (c). The Promissory Note has been executed by every individual or entity that has any
<br />ownership interest in the Property and is fully binding on the Owner.
<br /> (d). There is no action, suit, proceeding or investigation at law or in equity before any
<br />court, public board or body pending, or, to the Owner’s knowledge, threatened
<br />against or affecting the Owner, that could or might adversely affect the Project, the
<br />creation of the New Jobs or any of the transactions contemplated by this LBC, or the
<br />validity or enforceability of this LBC or the Owner’s ability to discharge its
<br />obligations under this LBC.
<br /> (e). Upon the Owner’s reasonable inquiry of any Business, there is no action, suit,
<br />proceeding or investigation at law or in equity before any court, public board or body
<br />pending, threatened against or affecting any Business that could or might adversely
<br />affect the Project, the creation of the Jobs or any of the transactions contemplated by
<br />this LBC or the validity or enforceability of this LBC or the ability of any Business to
<br />create the Jobs specified herein.
<br /> (f). No consent or approval is necessary from any governmental authority as a condition
<br />to the execution and delivery of this LBC by the Owner or the performance of any of
<br />its obligations hereunder, or else all such requisite governmental consents or
<br />approvals have been obtained. The Owner shall provide the Governmental Unit or
<br />Commerce with evidence of the existence of any such necessary consents or
<br />approvals at the time of the execution of this LBC.
<br /> (g). The Owner is solvent and has inquired of and received reasonable evidence from any
<br />Business of the solvency of that Business.
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