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DocuSign Envelope ID: 1C143D5F-BE9C-4E34-9F91-5A3C3FB05EE8 necessary permits and/or licenses related to the Cultural Project. 4.3 Completion The Project Sponsor represents and warrants that it will cause the Cultural Project to be constructed with reasonable speed and dispatch and reasonably adhere to the submitted construction schedule. The expected completion date of the Project is October 31, 2022 (Completion Date). 4.4 Restrictions of Record The Project Sponsor hereby represents and warrants that there are not now, and there will not be, any restrictions of record with respect to the Facility or the Cultural Project, including without limitation, any encumbrances, liens or other matters, which would interfere with or otherwise impair the use of the Facility as an Ohio cultural facility or the rights and obligations granted hereunder by the Project Sponsor to the Commission. The Project Sponsor represents that it is the fee simple owner of the premises on which the Facility is located, as described in Section 2.1 of this Agreement. 5. Operations and Maintenance 5.1 Operations and Maintenance The Project Sponsor shall be solely responsible for and shall pay all operating and maintenance costs of the Facility over the term of the Facility Bonds. The Project Sponsor shall maintain and keep the Facility in good order and repair, shall %W use the Facility for the intended purpose, and shall take all actions reasonably necessary to ensure that the Facility is available for the presentation of culture to the public over the term of the Facility Bonds. 5.2 Schedule of Operation/Control of Content During the term of this Agreement, the Project Sponsor shall have the exclusive authority to schedule events and functions at the Facility. 5.3 Ownership Any part of the Cultural Project paid for with proceeds of the Facility Bonds shall be owned by the Project Sponsor. 5.4 Conveyance of Right to Use and Occupy As security for the performance of the Project Sponsor's obligations under this Agreement, the Project Sponsor hereby conveys to the Commission the right to use and occupy the Facility upon an Event of Default, as described in Section 9.1 of this Agreement. The Project Sponsor acknowledges and consents to the conveyance by the Commission to the OPFC of such right hereby conveyed to the Commission and acknowledges that the OPFC will lease the Facility to the Commission pursuant to the OPFC Lease. The Commission acknowledges that, absent an Event of Default, it has no right to use or occupy the Facility. Page 6 of 15