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

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Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD subject to applicable approvals, market conditions, and legal requirements, and to structure such Bonds such that ninety percent (90%) of the tax increment revenues from the Phase 1 Project plus one hundred percent (100%) of any non -construction sales tax, income, and employment tax revenue are the sole source of repayment of the Bonds. The Parties acknowledge that such Bonds shall not constitute general obligations of the City of South Bend or the Commission, but rather shall be payable solely from the pledged revenues, including those pledged from taxes generated from the Phase 1 Project under the Innovation Development District ("IDD") Agreement (for the Phase 1 Site) between the City of South Bend and IEDC dated December 18, 2025. (c) Subject to approval by the IEDC, to remit to the Developer one hundred percent (100%) of any "construction sales tax" generated from the Phase 1 Project actually received by the Commission, City of South Bend (or otherwise deposited into the South Bend Downtown IDD Fund) from the State of Indiana and/or IEDC under the IDD Agreement, which the Parties have estimated will be One Million Six Hundred Eleven Thousand Seven Hundred Four Dollars ($1,611,704.00); provided, however, that such amount may be adjusted from time to time upon mutual written agreement of the Parties. Any such amounts shall be payable solely from the construction sales tax revenues described above, as actually received by the City of South Bend or as otherwise referenced above. Notwithstanding the foregoing, if and in the event the City of South Bend receives any such sales taxes in excess of the amount set forth above (as may be adjusted pursuant to this Section), the same shall be retained by City of South Bend and not paid to the Developer (or in the event such excess is paid to Developer, such excess shall be repaid by the Developer to the City of South Bend). The Commission agrees to cooperate in providing information, documentation, and authorizations reasonably necessary to obtain all necessary approvals from the IEDC in furtherance of the commitments set forth in this section without unnecessary delay. The Parties shall cooperate in good faith to enter into such agreements and take such additional actions as are reasonably necessary to facilitate the issuance of the Bonds and the pledge and implementation of IDD revenues contemplated herein, and shall not take any action, or fail to take any action, that would impair, delay, or prevent the capture of revenues contemplated herein. If IEDC approvals are not obtained, if the IDD revenues are otherwise not pledged, or if the Bonds are not issued, the Commission shall not be deemed to have breached this Agreement solely as a result thereof, provided, however, that the Commission shall support the provision of other lawful forms of support for the Project Plan intended to address the financing components described above that are not otherwise approved or implemented, consistent with the Development Agreement and Confirmation Agreement and applicable law, subject to applicable approvals, including approvals of other City bodies where required, the lawful availability of funds, and the terms of any applicable Notice to Commence or other agreement between the Parties. Notwithstanding the foregoing, if and in the event such alternative financing components do not materialize as intended and the Project is terminated, Developer and Commission will work together in good faith to determine those actual, reasonable, and documented out-of-pocket costs and fees incurred by Developer in pursuing the Project that are appropriate for reimbursement by the Commission, together with any amounts due under any other agreement between Developer and Commission, such as the Assignment of Project Funds Agreement. Once the IDD revenues have been pledged and Bonds issued, the Developer accepts the revenue performance risk associated therewith, and NOTICE TO COMMENCE AGREEMENT PAGE 5