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� < <,�) I0KIII0Im Did IDoaIIXe433D1uiolzri THIS DISBURSEMENT AGREEMENT ("Agreement") made and entered into as of the _ day of July, 2012 by and among HISTORIC RUSHTON LP, an Indiana limited partnership ( "Owner "), CITY OF SOUTH BEND REDEVELOPMENT COMMISSION( "Commission ") and SOUTH BEND HERITAGE FOUNDATION, INC. ( "SBHF "). WHEREAS, the Commission has approved a proposal for the rehabilitation and renovation of the Historic Rushton Apartments located at 501 West Washington Street, South Bend, Indiana ( "Propert y ") by Owner for senior affordable housing, including infrastructure improvements, as further set forth in the MOU (as hereinafter defined) ("Project"); and WHEREAS, SBHF is the sole owner of Historic Rushton GP Inc., the general partner of the Owner; and WHEREAS, the Commission has authorized the expenditure of the maximum amount of Three Hundred Twenty -Two Thousand Three Hundred Dollars ($322,300) for the redevelopment of the Property for those purposes permitted in IC 36- 7 -14 -39 and undertaken in connection with the renovation of the Project, pursuant to that certain Memorandum of Understanding dated October 25, 2011 by and between SBHF and the Commission, attached hereto as Exhibit A and incorporated herein ( "MOU "). Now, therefore, in consideration of the covenants, promises and agreements herein provided, it is hereby mutually agreed: 1. That the Owner has on deposit the sum of Three Hundred Twenty -Two Thousand Three Hundred Dollars ($322,300) ( "TIF Funds "), in lawful money of the United States of America, as an escrow ( "Escrow ") held on behalf of the Commission to be used for certain costs of completion of the Project set forth in Section 3 of the MOU ( "Commission Improvements "). 2. That the TIF Funds shall only be released or disbursed to Owner in whole or in part upon receipt of, and in the amount set forth in, a written authorization in the form of Exhibit B attached hereto ( "Draw Request "), subject to the following: (a)Upon receipt of a Draw Request, and approval by South Bend Redevelopment Staff ( "Staff') pursuant to the MOU on behalf of the Commission, the Staff shall, by the end of the next business day following the approval of such Draw Request, authorize transfer, in immediately available funds, the amount requested in each Draw Request as set forth in the Draw Request from the Escrow to the Owner for payment of Commission Improvements costs. (b)Draw Requests may be for the payment of all reasonable and necessary expenses as set forth in Section 3 of the MOU and Indiana law regarding public bidding and common construction wage. [REMAINDER OF PAGE BLANK]