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ICE MILLER LLP <br /> DRAFT FOR DISCUSSION <br /> PURPOSES ONLY <br /> May 3,2017 <br /> FINANCING AND COVENANT AGREEMENT <br /> BETWEEN <br /> RDISTRICT TWO LLC <br /> AND <br /> CITY OF SOUTH BEND, INDIANA <br /> Dated as of June 1, 2017 <br /> The rights of the Issuer hereunder have been assigned to I st Source Bank, South Bend, <br /> Indiana, as Trustee under a Trust Indenture dated as of the date hereof from the Issuer. <br /> I\11853148.2 <br />