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election or referendum of or by any person, organization or public body <br />whatsoever, required in connection with any of the foregoing transactions. <br />(c) No action, suit, inquiry, investigation, or proceeding, at law or equity, which the <br />Village has been served or of which it has otherwise received official notice is <br />pending, nor to the best of the knowledge of the Village is any such matter to <br />which the Village is not a party from which it has not been served or has not <br />otherwise received official notice, pending or threatened, in or before any court, <br />governmental agency, authority, body or arbitrator, which in any way (i) affects <br />the creation, organization or existence of the Village; or (ii) contests the title of <br />the present officers of the Village to their respective offices; or (iii) seeks to <br />restrain or enjoin the issuance, sale or delivery of the Note; or (iv) contests or <br />affects in any way (A) the validity or enforceability of this Loan Agreement or the <br />Note, or (B) the powers or authority of the Village with respect to this Loan <br />Agreement. <br />(d) There are no actions, suits or proceedings pending or threatened against or <br />affecting the Village or the Project which, if adversely determined, would <br />materially impair the ability of the Village to perform any of the Village's <br />obligations under the Loan Documents. <br />(e) No Hazardous Substance, Hazardous Waste, Toxic Chemical or Petroleum shall <br />be discharged, dispersed, released, stored or treated at the Project. The Project is <br />in compliance with all applicable Environmental Laws and the Village is not <br />aware of any notice from any entity, governmental body, or individual claiming <br />any violation of, or requiring compliance with any Environmental Law. <br />Section 2.3 Conditions Precedent to Closing. It shall be a condition precedent to the <br />closing of the transactions contemplated by this Agreement that the Director shall have received on <br />or before closing in form and substance satisfactory to the Director: <br />(a) executed counterparts of the Loan Documents, in form and substance satisfactory to <br />the Director; <br />(b) a certified copy of the Note Legislation; and <br />(c) executed counterparts of the Assignment between Mayfield Village and the Director <br />in form and substance satisfactory to the Director. <br />Section 2.4 Annual Reporting_Requirements. The Village will furnish to the Director as <br />soon as available the annual audited financial statements for the Village. <br />8 <br />