05-26 Ordinance Authorizing the City to Issue One or More Series of its Taxable Economic Development Tax Increment Revenue Bonds and Approving and Authorizing Other Actions in Respect Thereto in Connection With the Colfax Corner ML, LLC Project

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NOW, THEREFORE, in consideration of the premises and the mutual representations and agreements hereinafter contained,the City and the Company agree as follows: ARTICLE I. DEFINITIONS Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document,the words and terms set forth in Section 1.2 hereof shall have the meanings set forth therein unless the context or use clearly indicates another meaning or intent. Capitalized terms used in this Agreement not otherwise defined herein or by references to another document shall have the meanings provided for such terms in the Indenture. Such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms defined therein. Section 1.2. Definitions. As used herein: "Act" means, collectively, Indiana Code 36-7-11.9 and 36-7-12, as enacted and amended. "Agreement" means this Financing and Loan Agreement as amended or supplemented from time to time. "Bondholder"or"owner of a Bond"or any similar term means the owner of a Bond. "Bonds"means the City's Taxable Economic Development Revenue Bonds, Series 2026 (Colfax Corner ML, LLC Project), issued in the original aggregate principal amount of $ ,for the purpose of(i)paying a portion of the costs of the Project and(ii)paying costs related to the issuance thereof. "City"means the City of South Bend,Indiana,a municipal corporation and political subdivision existing under the laws of the State of Indiana. "Common Council"means the Common Council of the City. "Company"means Colfax Corner ML, LLC, an Indiana limited liability company, and its lawful successors and assigns to the extent permitted by this Agreement. "Completion Date" means the date of completion of the Project evidenced in accordance with the requirements of Section 4.3 hereof. "Designated Representative" means or the person at the time designated to act on behalf of the Company by written certificate furnished to the City, containing the specimen signature of that person and signed on behalf of the Company by a duly authorized officer. That certificate may designate an alternate or alternates. In the event that all persons so designated become unavailable or unable to act and the Company fails to designate a replacement within 10 days after such unavailability or inability to act, the City may appoint an interim Designated Representative until such time as the Company designates that person. "Event of Default" means any of the events described as an Event of Default in Section 6.1 hereof. v Qfiice Filed in Clcr . . -2 - JAN L 1 2U26 BianSo th Bend, IN City Clerk,