5A8 & 9 Assignment - Confirmation Agreements (Great Lakes Capital) - Signed

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Page 4 of 21 Form and all work when finished shall be in a complete and undamaged condition. Unless otherwise set forth in this Agreement, Grantee shall not discharge any services nor undertake any work on the Project without an approved Claim Form. The Project is to be made complete in accordance with the Claim Form and to the satisfaction of the RDA notwithstanding any omissions in the information, plans, drawings, or specifications submitted to the RDA. Grantee hereby warrants to the RDA that Grantee shall (i) complete or caused to be completed the structured parking components of the Project by December 31, 2026, with the balance of the Project completed on or before the Completion Date (as defined below) and (ii) expend Project Funds in accordance with this Agreement and the IEDC Agreement for the Project, in full prior to December 31, 2026. Grantee acknowledges and agrees that any breach of the warranties herein shall constitute an event of default hereunder and shall entitle the RDA to claw back Project Funds previously paid to Grantee in accord with this Agreement, including Sections 8 and 15 herein, or to suspend payments of ongoing or future Project Funds, as the case may be. Grantee shall comply with all applicable administrative actions and work required by 2 CFR § 200.344, as amended from time to time. Grantee agrees that the Project must be completed no later than the date as may be provided in the Project Claim Form and in no event later than December 31, 2028, unless as otherwise agreed to by the RDA and IEDC in writing (such date the “Completion Date”). Grantee’s failure to complete the Project by the Completion Date shall constitute an event of default under this Agreement. 5.MATERIAL CHANGE. Grantee shall provide notice to the RDA within fifteen (15) days of any material change to the Project on the form attached hereto as Exhibit “D”, which is made a part hereof (a “Material Change Notice”). A material change occurs when there is any of the following: (i) an increase in the total cost of the Project of five percent (5%) or more and which, as a result of said increase, would require additional Project Funds for the Project, or (ii) a change in the nature of the Project from the Grantee’s submission on the approved Claim Form as further described on Exhibit B attached hereto (“Material Change”). After the RDA’s receipt of a Material Change Notice, the RDA will notify the IEDC to determine if an amended Claim Form is required to proceed with the Project. In the event there is a Material Change requiring an amended Claim Form, such Claim Form will be subject to the IEDC’s further approval or denial. Notwithstanding any other remedy herein, in the event that Project Funds have been disbursed to the Grantee and the IEDC and/or the RDA reasonably determines the Project is becoming unviable for any reason, including due to a Material Change, or either the RDA or IEDC reasonably determines Project Funds have or will be used in a manner not permitted by this Agreement, the Grantee shall return all Project Funds transferred to it by the RDA, if so demanded in writing by the RDA, and shall cease any further expenditure of Project Funds for the Project until such time as the parties reach an agreement in writing on how to proceed. 6.ADMINISTRATIVE FEE. As set forth in the IEDC Agreement, Administrator, pursuant to the terms of the IEDC Agreement and the Administrative Agreement with the RDA, may request in the submitted Claim Form to retain up to three percent (3%) of the total cost of the Project from the Project Funds (“Administrative Fee”). Administrator, pursuant to the terms of the IEDC Agreement and the Administrative Agreement, may use the Administrative Fee to defray the administrative costs directly associated with implementing READI. 7.DISBURSEMENT OF PROJECT FUNDS.