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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ARTICLE VIII. MISCELLANEOUS Extent of Covenants of the City; No Personal Liability. All covenants, obligations and agreements of the City contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the City or the Legislative Authority in other than his or her official capacity, and neither the members of the Legislative Authority nor any official of the City shall be subject to any personal liability or accountability by reason of the covenants, obligations or agreements of the City contained in this Agreement. Binding Effect. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the City, the Company and their respective permitted successors and assigns. This Agreement may be enforced only by the parties,their assignees and others who may, by law, stand in their respective places. Amendments and Supplements. Subject to the provisions of Article X of the Indenture, the Borrower and the Issuer may from time to time enter into such supplements and amendments to this Agreement as to them may seem necessary or desirable to effectuate the purposes or intent hereof. Execution Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Severability. If any provision of this Agreement, or any covenant,obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision,covenant,obligation or agreement,each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Successors and Assigns. Whenever in this Agreement any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included and all the covenants,promises and agreements in this Agreement contained by or on behalf of the Company, or by or on behalf of the City, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. The Company may assign its interest in this Agreement to any affiliate of the Company without the prior approval of the City and the Company may further mortgage and assign all of the Company's interest in this Agreement to secure mortgage loans or other indebtedness incurred by the Company with respect to the acquisition, construction, equipping and improvement of the Project. The Company may additionally assign this Agreement in conjunction with a sale of the Project in accordance with the terms and conditions of the Development Agreement. The Company may not otherwise assign its interest in this Agreement without obtaining the prior written approval of the City and the Requisite Bondholders. Notwithstanding any such assignment, the Company shall not be released from any liability or obligations hereunder. The City may not assign is interest in this Agreement to any other person or entity without obtaining the prior approval of the Company. Filed in Clerk's Office _ 17_ JAN 2 1 2026 Bianca Tirade City Clerk, South Bend, IN