5A8 & 9 Assignment - Confirmation Agreements (Great Lakes Capital) - Signed

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Page 19 of 21 TO THE IEDC. Grantee shall not assign, transfer, or convey or otherwise dispose of this Agreement or any part hereof, to any person, company, or corporation, without the prior written consent of the RDA, except that Grantee may, with the approval of the RDA in its sole discretion and in no case other than pursuant to a separate agreement between Grantee, the RDA, Sponsor, and the City of South Bend or an entity thereof (the “City”), assign the Project Funds to the City, provided that no default by Grantee or Sponsor exists under this Agreement or the Repayment Agreement, the City agrees to be bound by the terms and conditions of the READI program and Sections 8, 10, 11, and 25 herein, and Grantee remains fully responsible for compliance with the terms of this Agreement. Any assignment hereunder shall in no way modify or affect Sponsor’s obligations under the Repayment Agreement. Any assignment in violation of this Section 29 shall be null and void. 30.GOOD FAITH ASSURANCES. The parties to this Agreement shall in good faith undertake to perform their obligations under this Agreement, to satisfy all conditions and to cause the transactions contemplated by this Agreement to be carried out promptly in accordance with the terms of this Agreement. Upon the execution of this Agreement and thereafter, each party shall do such things as may be reasonably requested by the other party hereto in order more effectively to consummate or document the transactions contemplated by this Agreement. 31.ADDITIONAL RIGHTS. If at any time during the term of this Agreement, Grantee fails to submit any documentation required herein within a reasonable time following the RDA’s written request, such failure shall be deemed an event of default under this Agreement and the Repayment Agreement, and the RDA may terminate this Agreement; provided, that Grantee shall have thirty (30) days following receipt of written notice from the RDA of such failure to cure any such failure. During the aforementioned cure period, Grantee shall, with respect to matters within its control, act with diligence to effectuate said cure. Upon termination of this Agreement under this Section and without affecting the RDA’s rights under the Repayment Agreement, Grantee, upon demand of the RDA, shall pay to the RDA damages in an amount not to exceed the total amount of Project Funds received by Grantee. 32.MISCELLANEOUS. A.The headings in this Agreement are intended solely for reference and will be given no effect in the construction or interpretation of this Agreement. B.The parties agree that this Agreement, including any attached exhibits and/or attachments, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire agreement of the parties with respect to the subject matter hereof. C.This Agreement may not be altered or amended except in writing, signed by authorized representatives of the RDA and Grantee. D. No waiver of any default, failure to perform, condition, provision, or breach of this Agreement will be deemed to imply or constitute a waiver of any other like default,