32-17 Economic Development Revenue Bonds (Studebaker Project)

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containing comparable information at no additional cost, the Issuer and the Developer hereby agree that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. Section 3.9. Completion of Project. (a) The Developer agrees that it will use reasonable efforts to cause to be made, executed, acknowledged and delivered any contracts, orders, receipts, writings and instructions with any other persons, firms, corporations or partnerships and in general do all things which may be requisite or proper, all for constructing, equipping and completing the Project by December 31, 2018. The Developer agrees, for the benefit of the Issuer and the Bondholders and in order to fulfill the purposes of the Act, to complete the construction and assembly of the Project and to pay from other funds of the Developer that portion of the costs as may be in excess of the moneys available therefor in the Construction Fund. The Issuer does not make any warranty, either express or implied, that the moneys, which will be paid into the Construction Fund and which under the provisions of this Financing Agreement will be available for payment of the costs of the construction and assembly of the Project, will be sufficient to pay all the costs which will be incurred in that connection. The Developer shall not be entitled to any reimbursement therefor from the Issuer,the Trustee, or the holders of any of the Bonds. (b) The Issuer has, in Section 4.3 of the Indenture, authorized and directed Trustee to make payments from the Construction Fund to pay the Costs of Construction, or to reimburse Developer or the Issuer for any Costs of Construction paid by it in the manner and subject to the provision of Section 4.3 thereof. (c) The Completion Date shall be evidenced to Trustee and the Developer by a certificate signed by an Authorized Representative of the Issuer in compliance with the provision of Section 4.3(b) of the Indenture and any excess proceeds in the Construction Fund at such time shall be deposited in the Bond Fund and used to prepay the 2017 Bonds as provided in Section 4.2(a)hereof. Section 3.10. Sale, Substitution, or Lease of the Project. The Developer, subject to the written consent of the Issuer(which consent shall not be unreasonably withheld), may sell, lease or transfer or otherwise dispose of the Project or any portion thereof only if the sale, lease or transfer or other disposition shall not relieve the Developer from liability from the performance of all of the obligations of this Financing Agreement, except as permitted by Section 3.3 hereof, unless the transferee accepts, agrees and assumes in writing to pay and perform all of the obligations of the Developer herein and be bound by all of the agreements of the Developer contained in this Financing Agreement to the same extent as if the transferee had originally executed this Financing Agreement. Section 3.11. Section 118 Nonshareholder Contribution. The Developer shall treat and report the TIF Revenues paid by the Redevelopment Commission to the Trustee in the aggregate amount of$3,500,000 as a non-shareholder contribution from the Issuer to the Developer under Code Section 118 ("Nonshareholder Contribution"). - 11 - I\11853148.2