5A2 Notice to Commence Agreement (Madison Lifestyle, Great Lakes Capitol) - Fully Executed

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Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD agreements and other documents and to take such actions as may be reasonably necessary to effectuate the foregoing, provided, however, that the existing Option to Purchase Agreement and any recorded memorandum thereof shall remain in full force and effect unless and until the Restated Option Agreement and any memorandum thereof are fully executed and recorded. The Restated Option Agreement shall (i) provide separate options for the purchase of the Phase 1 Project property and the purchase of the Phase 2 Property and (ii) provide for release of the applicable option upon closing of construction financing and timely commencement of construction on the applicable Phase (for the Property subject to that Phase). Pending execution of the Restated Option Agreement, the Commission shall not exercise any termination rights arising solely from the passage of dates or milestones previously contemplated under the Option to Purchase Agreement, provided that the Developer continues to proceed diligently and in good faith with advancement of the Project and is not in material default of this Agreement, as reasonably determined by the Commission. The Parties agree to cooperate in good faith to enter into the Restated Option Agreement (and termination of the existing Option to Purchase Agreement) within ninety (90) days after the Effective Date and that, until the Restated Option Agreement and any memorandum thereof are fully executed and recorded, the existing Option to Purchase Agreement shall remain in full force and effect without modification. Except as expressly modified herein, all rights of the Commission under the Development Agreement and the Option to Purchase Agreement are preserved. (h) Other Agreements. The Parties acknowledge that the foregoing continuing rights and obligations do not amend or supplement the continuing obligations of the Commission under the Development Agreement and Confirmation Agreement. 5. Satisfaction of Project Support/Commitments. The Parties acknowledge that in addition to providing the Funding Amount, plus sums necessary to complete Local Public Improvements (and delivery of the Phase 1 Property in pad -ready condition) (i) the Commission agreed in the Confirmation Agreement to provide certain support for the Project Plan, if and to the extent financial metrics were below an eight percent (8%) return on cost, (ii) the Developer has reduced this threshold to a seven and one-half percent (7.5%) return on cost at Developer risk, and (iii) the Commission and the Developer have worked together on overall project costs and return estimates to finalize support for advancement of the Phase 1 Project on the reduced return threshold ("Return Threshold"). In addition to the foregoing or other obligations of the Parties under the Development and Confirmation Agreement, the Parties agree that that the following commitments of the Commission constitute the Commission's intended forms of support for the Return Threshold. The Commission covenants and agrees: (a) To complete, at its expense, the Local Public Improvements as set forth on Exhibit C-1, in coordination with overall scheduling and coordination with the Developer and its contractors for the Phase 1 Project. (b) To work with the City of South Bend and the Indiana Economic Development Corporation ("IEDC") to pursue the issuance of a taxable economic development tax increment/innovation district development revenue bond in an estimated principal amount of Seventeen Million Nine Hundred Ninety Thousand Dollars ($17,990,000.00) bearing interest at seven and one-half percent (7.5%) (the "Bonds"), NOTICE TO COMMENCE AGREEMENT PAGE 4