37-26 Authorizing the City to Fund Its Taxable Economic Development Revenue Note, Series 2026 (Beacon Heights Project) and Approving and Authorizing Other Actions in Respect Thereto (Substitute)

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Agreement dated as of _, 2026 (the "Development Agreement") pursuant to which the parties agreed to their respective commitments with respect to the development of the Project. NOW, THEREFORE, in consideration of the premises and the mutual representations and agreements hereinafter contained,the City and the Borrower agree as follows: ARTICLE I. DEFINITIONS Section 1.1. 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. 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. "Bond Regulatory Agreement" means that certain Regulatory Agreement or similar agreement to be executed by the Borrower, as the same may be amended,restated, supplemented or otherwise modified from time to time, relating to the tax-exempt bonds to be issued to finance the Project and imposing certain income and rent restrictions on the Project pursuant to Section 142(d) of the Internal Revenue Code of 1986, as amended. "Borrower" means Beacon Apartments Preservation LLC, an Indiana limited liability company, and its lawful successors and assigns to the extent permitted by this Agreement and the Development Agreement. "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. "Completion Date" means the date of completion of the Project evidenced in accordance with the requirements of Section 3.2 hereof. "Designated Representative"means Jeffrey Moelis, Adam Hellegers, Eben Ellerston and/or Carrie Van Syckel or the person at the time designated to act on behalf of the Borrower by written certificate furnished to the City, containing the specimen signature of that person and signed on behalf of the Borrower 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 Borrower 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 Borrower designates that person. 2