08-25 Authorizing the City to Issue One or More Series of its Taxable Economic Development Tax Increment Revenue Bonds and Approving and Authorizing Other Actions in Respec Thereto in Connection With the J. C. Hart Development Project

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ARTICLE III. PARTICULAR COVENANTS OF THE CITY AND COMPANY Section 3.1. Consent to Assignments to Trustee. The Company acknowledges and consents to the pledge and assignment of the City's rights hereunder to the Trustee pursuant to the Indenture and agrees that the Trustee may enforce the rights,remedies and privileges granted to the City hereunder, other than the rights of the City to execute and deliver supplements and amendments to this Agreement pursuant to Section 8.3 hereof and in addition to the rights retained by the City pursuant to Section 6.1(c) hereof as well as those rights granted to the City under Section 3.5 hereof and Section 6.5 of the Indenture. The Company hereby acknowledges receipt of a copy of the Indenture and agrees to be bound by the provisions thereof directly or indirectly related to it. Section 3.2. Payment of Principal and Interest;Payment of TIF Revenues. (a) In accordance with the Indenture, the Bonds are payable solely and only from (i) proceeds of the Bonds through and including 1, 202_(ii)the TIF Revenues, (iii) the Taxpayer Direct Payments, and (iv) to the extent such sources are insufficient, from the repayment of the Loan made hereunder to the Company. The Company covenants to repay the Loan in amounts sufficient to pay all debt service due on the Bonds plus Annual Fees due under the Indenture (the "Loan Payments"), to the extent that TIF Revenues and Taxpayer Direct Payments are insufficient for such purposes. (b) Pursuant to Section 4.2 of the Indenture, the City shall transfer on or before each January 5 and July 5 of each year, commencing 5, 202_, the TIF Revenues, the Taxpayer Direct Payments and any Loan Payments made hereunder to the Bond Fund under the Indenture, but no more than shall be necessary for the payment of the principal of and interest on the Bonds due on the immediately succeeding February 1 or August 1 of each year (taking into consideration any amounts currently deposited therein or deemed deposited pursuant to Section 2.1(b)hereof),together with Annual Fees coming due within the next six months. Section 3.3. Maintenance of Existence. The Company agrees that it will maintain its existence as an Indiana corporation and will not dissolve or otherwise dispose of all or substantially all of its assets,and will not consolidate with or merge into another entity,or permit one or more other entities to consolidate or merge with it without the prior written consent of the Requisite Bondholders. Section 3.4. Event of Default; Notice; Termination. The Company agrees to perform all material obligations required by this Agreement and the Development Agreement to be performed by Company and to comply with all provisions of this Agreement and the Development Agreement applicable to the Company, in each case to the extent that a failure to so perform or comply is expressly provided to be an"Event of Default"by the Company or,with the passage of time or the giving of notice,or both,would constitute an"Event of Default"on the part of the Company under this Agreement or the Development Agreement. Upon an Event of Default, the City shall provide the Company with notice of such Event of Default and the Company shall have thirty(30)days to cure such Event of Default. Should the Company fail to remedy an Event of Default that is satisfactory to the City, the City may take such action as provided within the Indenture or the Development Agreement. - 8 -