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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between the Company and the Issuer,which prescribes the terms and conditions under which the Company shall use (or be deemed to use)such proceeds for the Project. The Bonds are issued under and entitled to the security of a Trust Indenture dated as of 1, 2026 (hereinafter referred to as the "Indenture") duly executed and delivered by the Issuer to , as trustee (the term "Trustee" where used herein referring to said Trustee or its successors),pursuant to which Indenture,the TIF Revenues, the IDD Revenues,the Taxpayer Direct Payments and the Loan Payments (each as defined in the Indenture) are pledged and assigned by the Issuer to the Trustee as security for the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana,particularly Indiana Code,Title 36,Article 7,Chapters 11.9 and 12(the"Act"),and by appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Indenture. The Bonds have been issued in conformity with the provisions,restrictions and limitations of the Act. The South Bend Redevelopment Commission (the "Redevelopment Commission") has pledged the TIF Revenues, the Taxpayer Direct Payments and the Loan Payments to the payment of the Bonds (as defined in the Indenture). The Indiana Economic Development Corporation (the "IEDC") has pledged the IDD Revenues to the payment of the Bonds. THE OWNER OF THIS BOND,BY ACCEPTANCE OF THIS BOND,HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE INDENTURE AND THIS BOND AND ACKNOWLEDGES THAT: 1. It is an"accredited investor"(as defined in Rule 501(a)under the Securities Act of 1933,as amended ("1933 Act")),purchasing the Bonds for its own account,and it is acquiring the Bonds for investment purposes and not with a view to,or for offer or sale in connection with,any distribution in violation of the 1933 Act. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its investment in the Bonds,and it is able to bear the economic risk of its investment for an indefinite period of time. It confirms that neither the Issuer nor any person acting on behalf of the Issuer has offered to sell the Bonds by,and that it has not been made aware of the offering of the Bonds by,any form of general solicitation or general advertising, including,but not limited to,any advertisement,article,notice or other communication published in any newspaper, magazine or similar media or a broadcast over television or radio. 2. It is familiar with the Issuer,the Redevelopment Commission,the IEDC and the Borrower; it has received such information concerning the Issuer,the Redevelopment Commission,the IEDC and the Borrower,the Bonds,the TIF Revenues,the IDD Revenues,the Loan Payments and Taxpayer Direct Payments(each as defined in the Indenture) as it deems to be necessary in connection with investment in the Bonds. It has received, read and commented upon copies of the Indenture,the Loan Agreement and the Taxpayer Agreement. Prior to the purchase of the Bonds,it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Issuer,the Redevelopment Commission,the IEDC,and the Borrower concerning the terms and conditions of the Bonds,the tax status of the Bonds,legal opinions and enforceability of remedies,and the security therefor,and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Issuer and the Borrower possess such information or can acquire it without unreasonable effort or expense. It is not relying on Barnes &Thornburg LLP or Baker Tilly Municipal Advisors, LLC, for information concerning the financial status of the Issuer,the Redevelopment Commission,the IEDC and the Borrower or the ability of the Issuer and the Borrower to honor their respective financial obligations or other covenants under the Bonds,the Indenture, the Loan Agreement or the Taxpayer Agreement. It understands that the projection of TIF Revenues prepared in connection with the issuance of the Bonds has been based on estimates of the investment in real property provided by the Borrower,and it understands that the projection of IDD Revenues prepared in connection with the issuance of the Bonds has been based on estimates of the investment in real property and estimated job creation provided by the Borrower. 3. It is acquiring the Bonds with no present intent to resell; and will not sell, convey, pledge or otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. 4. It understands that the Bonds have not been registered under the 1933 Act and,unless so registered, may not be sold to an entity that is not a"qualified institutional buyer"as defined in Rule 144A of the 1933 Act,or an "accredited investor" as defined in Rule 501(a) of the 1933 Act without registration under the 1933 Act or an exemption therefrom. 5. It understands that the sale or transfer of the Bonds in principal amounts less than$100,000 to an entity that is not an accredited investor is prohibited other than through a primary offering. 12