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<br />Inc. (the “Company”) of a mixed-use development in the City, all located within the Riverwalk Allocation Area (the
<br />“Project”) by providing such funds to the Company pursuant to the Loan Agreement, dated as of ____________ 1,
<br />2025 (the “Loan Agreement”) between the Company and the Issuer, which prescribes the terms and conditions under
<br />which the Company shall use (or be deemed to use) such proceeds for the Project.
<br />The Bonds are issued under and entitled to the security of a Trust Indenture dated as of _____________ 1,
<br />2025 (hereinafter referred to as the “Indenture”) duly executed and delivered by the Issuer to
<br />_____________________________________, as trustee (the term “Trustee” where used herein referring to said
<br />Trustee or its successors), pursuant to which Indenture, the TIF Revenues, the Taxpayer Direct Payments and the Loan
<br />Payments (each as defined in the Indenture) are pledged and assigned by the Issuer to the Trustee as security for the
<br />Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana,
<br />particularly Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the “Act”), and by appropriate action duly taken
<br />by the Issuer which authorizes the execution and delivery of the Indenture. The Bonds have been issued in conformity
<br />with the provisions, restrictions and limitations of the Act.
<br />The South Bend Redevelopment Commission (the “Redevelopment Commission”) has pledged the TIF
<br />Revenues, the Taxpayer Direct Payments and the Loan Payments to the payment of the Bonds (as defined in the
<br />Indenture).
<br />THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS BOND, HEREBY AGREES TO ALL OF
<br />THE TERMS AND PROVISIONS IN THE INDENTURE AND THIS BOND AND ACKNOWLEDGES THAT:
<br />1. It is an “accredited investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended
<br />(“1933 Act”)), purchasing the Bonds for its own account, and it is acquiring the Bonds for investment purposes and
<br />not with a view to, or for offer or sale in connection with, any distribution in violation of the 1933 Act. It has such
<br />knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its
<br />investment in the Bonds, and it is able to bear the economic risk of its investment for an indefinite period of time. It
<br />confirms that neither the Issuer nor any person acting on behalf of the Issuer has offered to sell the Bonds by, and that
<br />it has not been made aware of the offering of the Bonds by, any form of general solicitation or general advertising,
<br />including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
<br />magazine or similar media or a broadcast over television or radio.
<br />2. It is familiar with the Issuer, the Redevelopment Commission and the Borrower; it has received such
<br />information concerning the Issuer, the Redevelopment Commission and the Borrower, the Bonds, the TIF Revenues,
<br />the Loan Payments and Taxpayer Direct Payments (each as defined in the Indenture) as it deems to be necessary in
<br />connection with investment in the Bonds. It has received, read and commented upon copies of the Indenture, the Loan
<br />Agreement and the Taxpayer Agreement. Prior to the purchase of the Bonds, it has been provided with the opportunity
<br />to ask questions of and receive answers from the representatives of the Issuer, the Redevelopment Commission and
<br />the Borrower concerning the terms and conditions of the Bonds, the tax status of the Bonds, legal opinions and
<br />enforceability of remedies, and the security therefor, and to obtain any additional information needed in order to verify
<br />the accuracy of the information obtained to the extent that the Issuer and the Borrower possess such information or
<br />can acquire it without unreasonable effort or expense. It is not relying on Barnes & Thornburg LLP or Baker Tilly
<br />Municipal Advisors, LLC, for information concerning the financial status of the Issuer, the Redevelopment
<br />Commission and the Borrower or the ability of the Issuer and the Borrower to honor their respective financial
<br />obligations or other covenants under the Bonds, the Indenture, the Loan Agreement or the Taxpayer Agreement. It
<br />understands that the projection of TIF Revenues prepared in connection with the issuance of the Bonds has been based
<br />on estimates of the investment in real property provided by the Borrower.
<br />3. It is acquiring the Bonds with no present intent to resell; and will not sell, convey, pledge or
<br />otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of
<br />state and federal securities laws.
<br />4. It understands that the Bonds have not been registered under the 1933 Act and, unless so registered,
<br />may not be sold to an entity that is not a “qualified institutional buyer” as defined in Rule 144A of the 1933 Act, or
<br />an “accredited investor” as defined in Rule 501(a) of the 1933 Act without registration under the 1933 Act or an
<br />exemption therefrom.
<br />5. It understands that the sale or transfer of the Bonds in principal amounts less than $100,000 to an
<br />entity that is not an accredited investor is prohibited other than through a primary offering.
<br />6. It has investigated the security for the Bonds, and it understands that the Bonds are payable solely
<br />from the TIF Revenues, Taxpayer Direct Payments and Loan Payments. It further understands that the Issuer does
<br />not have the power or the authority to levy a tax to pay the principal of or interest on the Bonds.
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