The URL can be used to link to this page

Home My WebLink AboutD-2175-14 Economic Development Revenue Bond/Edward Rose Development Company; $11,500,000 Sponsor(s): Councilor(s) Snyder and Rider ORDINANCE D-2175-14 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF . CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF THE CITY OF CARMEL, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2014 (EDWARD ROSE DEVELOPMENT COMPANY, L.L.C. PROJECT), AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Carmel, Indiana (the "City"), is a municipal corporation and political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12 (collectively, the "Act"), is authorized and empowered to adopt this ordinance (this "Bond Ordinance") and to carry out its provisions; WHEREAS, Edward Rose Development Company, L.L.C. or an affiliate thereof (the "Borrower"), desires to finance the design and construction of certain improvements described in Exhibit A hereto which are located in the Old Meridian Economic Development Area (collectively, the "Projects"); WHEREAS, the Borrower will complete the Projects for use in connection with its mixed use development in or directly serving and benefiting the Grand & Main Allocation Area (the "Facilities"); WHEREAS, the Borrower has advised the City of Carmel Economic Development Commission (the "Commission") and the City that it proposes that the City issue its Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project) in an amount not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) (the `Bonds"), under the Act and provide the proceeds of such Bonds to the Borrower for the purpose of financing the Projects; WHEREAS, the completion of the Projects results in the diversification of industry, the creation of jobs and the creation of business opportunities in the City; WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public hearing(the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects; WHEREAS, on the date specified in the notice of the Public Hearing, Commission P g� held the Public Hearing on the Projects; and performed all actions required of it b WHEREAS, the Commission has perf q by the Act preliminary to the adoption of this Bond Ordinance and has approved and forwarded to the Common Council the forms of: (1) a Financing Agreement between the City and the Borrower (the "Financing Agreement"); (2) a Trust Indenture between the City a trustee to be selected by the Clerk-Treasurer of the City (the "Trustee") (the "Indenture"); (3) the Bonds; and (4) this Bond Ordinance (the Financing Agreement, the Indenture, the Bonds, and this Bond Ordinance, collectively, the"Financing Agreements"); NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, THAT: Section 1. Findings; Public Benefits. The Common Council hereby finds and determines that the Projects involve the acquisition, construction and equipping of an "economic development facility" as that phrase is used in the Act; that the Projects will increase employment opportunities and increase diversification of economic development in the City, will improve and promote the economic stability, development and welfare in the City, will encourage and promote the expansion of industry, trade and commerce in the City and the location of other new industries in the City; that the public benefits to be accomplished by this Bond Ordinance, in tending to overcome insufficient employment opportunities and insufficient diversification of industry, are greater than the cost of public services (as that phrase is used in the Act) which will be required by the Project; and, therefore, that the financing of the Projects by the issue of the Bonds under the Act: (i) will be of benefit to the health and general welfare of the City; and (ii) complies with the Act. Section 2. Approval of Financing. The proposed financing of the Projects by the issuance of the Bonds under the Act, in the form that such financing was approved by the Commission, is hereby approved. Section 3. Authorization of the Bonds. The issuance of the Bonds, payable solely from revenues and receipts derived from the Financing Agreements, is hereby authorized. Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal amount not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000), shall (i) be executed at or prior to the closing date by the manual or facsimile signatures of the Mayor and the Clerk-Treasurer of the City; (ii) be dated as of the date of their delivery; (iii) mature on a date not later than twenty-five years after the date of the first draw of principal on the Bonds; (iv) bear interest at such rates as determined with the purchaser thereof(the "Purchaser"); (v) be issuable in such denominations as set forth in the Financing Agreements; (vi) be issuable only in fully registered form; (vii) be subject to registration on the bond register as provided in the Indenture; (viii) be payable in lawful money of the United States of America; (ix) be payable at an office of the Trustee as provided in the Indenture; (x) be subject to optional redemption prior to maturity and subject to redemption as otherwise provided in the Financing Agreements; (xi) be issued in one or more series; and (xii) contain such other terms and provisions as may be provided in the Financing Agreements. (b) The Bonds and the interest thereon do not and shall never constitute an indebtedness of, or a charge against the general credit or taxing power of, the City, but shall be special and limited obligations of the City, payable solely from revenues and other amounts derived from the Financing Agreements. Forms of the Financing 2 Agreements are before this meeting and are by this reference incorporated in this Bond Ordinance, and the Clerk-Treasurer of the City is hereby directed, in the name and on behalf of the City, to insert them into the minutes of the Common Council and to keep them on file. Section 5. Sale of the Bonds. The Mayor and the Clerk-Treasurer of the City are hereby authorized and directed, in the name and on behalf of the City, to sell the Bonds to the Purchaser at such prices as are determined on the date of sale and approved by the Mayor and the Clerk-Treasurer of the City. Section 6. Execution and Delivery of Financing Agreements. The Mayor and the Clerk-Treasurer of the City are hereby authorized and directed, in the name and on behalf of the City, to execute or endorse and deliver the Financing Agreement, the Indenture, and the Bonds, submitted to the Common Council, which are hereby approved in all respects. Section 7. Changes in Financing Agreements. The Mayor and the Clerk- Treasurer of the City are hereby authorized, in the name and on behalf of the City, without further approval of the Common Council or the Commission, to approve such changes in the Financing Agreements as may be permitted by Act, such approval to be conclusively evidenced by their execution thereof. Section 8. Reimbursement from Bond Proceeds. The City hereby declares its intent to issue the Bonds for the purpose of financing the Projects, which Bonds will not exceed $11,500,000, and pursuant to Treas. Reg. §1.150-2 and IC 5-1-14-6(c), to reimburse costs of the Projects (including costs of issuing the Bonds) from proceeds of the sale of such Bonds. Section 9. General. The Mayor and the Clerk-Treasurer of the City, and each Y Y of them, are hereby authorized and directed, in the name and on behalf of the City, to execute or endorse any and all agreements, documents and instruments, perform any and all acts, approve any and all matters, and do any and all other things deemed by them, or either of them, to be necessary or desirable in order to carry out and comply with the intent, conditions and purposes of this Bond Ordinance (including the preambles hereto and the documents mentioned herein), the Projects, the issuance and sale of the Bonds, Bonds under the Financing Agreements, and any such execution, the securing of the Bo , g g �' � Y endorsement, performance or doing of other things heretofore effected be, and hereby is, ratified and approved. Section 10. Binding Effect. The provisions of this Bond Ordinance and the Financing Agreements shall constitute a binding contract between the City and the holders of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of the holders of the Bonds as long as the Bonds or interest thereon remains unpaid. Section 11. Repeal. All ordinances or parts of ordinances in conflict herewith are hereby repealed. 3 Section 12. Effective Date. This Bond Ordinance shall be in full force and effect immediately upon adoption and compliance with I.C. § 36-4-6-14. Section 13. Copies of Financing Agreements on File. Two copies of the Financing Agreements incorporated into this Bond Ordinance were duly filed in the office of the Clerk-Treasurer of the City, and are available for public inspection in accordance with I.C. § 36-1-5-4. PASSED by the Common Council of the City of Cannel, this I g day of Gil , 2014,by a vote of � ayes and D na s. 4 i COMMON COUNCIL OF THE CITY OF CARMEL,INDIANA 1 P Ja& d ing Officer Kevin D. Rider g__, .o W. Eric Seidensticker, Presi• -nt Pro Tempore Carol Schleif r. X10-r �P e_es�n)r- R fmeaage Carter Richard L. Sharp A4g-ii-ah moT A U P►Il_A C' L. .e.-- ue F'nk. I Luci Snyder ATTEST: Diana L.'Cordray, IAM , Clerk-Treasu er x'41 Presented by me to the Mayor of the City of Carmel, Indiana, this I g day of , 2014, atG;SS_eM. 0 - , • i ,/ Diana L. Cordray, IAMC, Clerk-Trea er Approved by me, Mayor of the City of Cannel, Indiana, this 16 day of , 2014, at6:. P.M. es Brainard, Mayor ATTEST. 541 Diana L. Cordray, IAMC, Clerk-Treasurer Prepared by: Bruce D. Donaldson Barnes &Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 5 EXHIBIT A DESCRIPTION OF THE PROJECTS The design and construction of public streets, including the extension of Grand Boulevard and the potential contribution to Main Street improvements as well as on-site Urban Connector Streets as required by the Carmel Clay Comprehensive Plan, and the design and construction of a parking structure, all to support a proposed mixed use development generally to be located in the southeast quadrant of the intersection of Main Street and Grand Boulevard, in the City of Carmel, Indiana. INDSOI BDD 1465131v2 6 �r.Alain St 8 I -- — O O O O ± 75 . U O mit a_N Q-N a> a, 0) CI� O J O 9 O o -a! 9 O ; N-. J,. /CNN O 3I ° Parcel 17-09-26-04-01-013.000 Parcel 17-09-26-04-01-022.000 3 m :i FataxFaaroDr _____,__ —,_,� —_I — Q Parcel 17-09-26-04-01-023.000 \\ t a N Parcel 17-09-26-04-01-024.000 f 0) O � � �,, ! t Parcel 17-09-26-04-01-025.000 _r--•_1 ;, Parcel { 4 a 17-09-26-04-01-026.000 i I� Parcel i Parcel 17-09-26-04-01-028.000 17-09-26-04-01-027.000 a: ,1 .-- ,�0, l 1.r;, 4; Parcel 16-09-26-04-01-029.000 j Parcel 16-09-26-04-01-030.000 . (------------- 1. Parcel 16-09-26-04-01-031.000 L. Parcel 17-09-26-04-01-032.000 / 1 1''sk.‘ // NN -J ,1 Il. 1 r r , N A 0 o.c I r 0 0.0: RESOLUTION NO.EDC 0/471 A RESOLUTION APPROVING AND-AUTHORIZING CERTAIN ACTIONS. AND PROCEEDINGS WITH RESPECT TO CERTAIN PROPOSED ECONOMIC DEVELOPMENT REVENUE BONDS WHEREAS, the City of Cannel, Indiana(the"City"), is authorized bYLC: 36-741.9 and' I.C. 36-742 (collectively, the "Act") to issue revenue, bonds,for the' financing of economic development facilities, and loan the proceeds of the revenue bond issue,to another entity,to ,finance or refinance the acquisition, construction, renovation, installation and equipping of said facilities; WHEREAS, Edward Rose Development Company, L.L.C. or ari affiliate thereof (the "Borrower") desires to finance the design and construction of the projects listed in Exhibit hereto Which are located in the Old Meridian Economic Development Area(the'Projects"); WHEREAS, the Borrower will complete the Projects for use in connection with its mixed use development in•or directly serving and benefiting the Grand & Main Allocation Area (the' `.`Facilities"); WHEREAS, the Borrower has advised the City of Cannel Ecopornie Development Commission (the."Conntission") and the City that it proposes that the City iSstie its Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company,, L.L.C. Project), in an amount not to exceed Eleven Million Five Hundred' Thousand ,Dollars, ($11,500,000) (the. "Bonds") under the Act and provide the proceeds of well Bonds to the Borrower for the purpose of financing the Projects; WHEREAS, the Commission has studied the Projects and the proposed financing of the Projects and their effect on the health and general welfare of the City and its citizens; WHEREAS, the completion of the Projects results in the diversification of industry, the creation of new jobs and the creation and retention,of business,opportunities in the City;, WHEREAS, pursuant to I.C. §, 36-7-12-24, the Commission published notice of a public, hearing (the "Public'Hearing") on the proposed issuance of the Bonds to finance the Projects; and WHEREAS, on the date,hereof the Commission held the public'hearing on the Projects;, NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION AS FOLLOWS: SECTION 1. The Commission hereby finds, determines, ratifies and confirms that the: diversification of industry, the retention of business opportunities and the retention of opportunities for gainful employment within the jurisdiction of the City is desirable, serves,a public purpose, and is of benefit to the health and general welfare of the City; and that it is in the public interest that the'City take such action as it lawfully may to encourage the diversificatiOn of industry; the retention of business opportunities, and the retention of opportunities for gainful employment within the jurisdiction of the City. SECTION 2. The Commission hereby-determines that the Facilities and the Projects will not have a material adverse competitive effect on any similar facilities already constructed or operating in or near the City. SECTION 3. The Commission hereby approves the report with respect to the Projects presented at this meeting. The Secretary of this Commission shall submit such report to the executive director or chairman of the plan commission of the City and to the superintendent of the Cannel Clay School Corporation. SECTION 4. The Commission finds, determines,ratifies and confirms that the issuance and sale of the Bonds in an amount not to exceed Eleven Million Five 'Hundred Thousand Dollars ($11,500,000), and the provision of the proceeds of the Bonds to the Borrower for the financing of the Projects will be of benefit to the health,and general.welfare of the City, will serve the public purposes referred to above in accordance with the Act, and fully comply with the Act. SECTION 5. The financing of the Projects through the issuance of the Bonds; in an amount not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) is hereby approved. SECTION 6. The Commission hereby approves the terms of the following documents in the form presented at this meeting: (i) a Financing Agreement between the City and the Borrower; (ii) a l'rust indenture, between the City and a,trustee to be selected by the Clerk- Treasurer of the City (the "Trustee"); (iii) the Bonds; and (iv) an Ordinance of the Common Council of the City. SECTION 7. Any officer of the Commission is hereby authorized and directed, in the name and on behalf of the Commission, to execute any and all other agreements, documents and instruments, perform any and all acts, approve any and all matters, and .do any and all other things deemed by him to be necessary or desirable in order to carry out and comply with the intent, conditions and purposes of this resolution (including the preambles hereto and the documents mentioned herein), the Projects and the issuance and sale of the Bonds, and any such execution, performance, approval or doing of other things heretofore.effected be, and hereby is, ratified and approved. SECTION 8. The Secretary of this Commission shall transmit this resolution, together with the forms of the documents approved, by this resolution, to the Common Council of the' City. SECTION 9. This resolution shall be in full force and effect upon adoption. • Adopted this 12th day of August,2014. CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION Lue4S-hyd6r Presixj0i! Drew Williams, Secretary Edward Bukovac,Member ; 3 _ _ EXHIBIT A nESCi PTI Ti Q THE PROJECTS The design and construction of public streets, including the extension of, °Grand Boulevard and the potential contribution to Main Street improvements as well as on-site Urban Collector Streets as required by the Cannel Clay Comprehensive Plan, and the design and construction of a parking structure,all to support a proposed mixed use development generally to be located in the southeast quadrant of the intersection of Main Street and Grand Boulevard, in the City of Carmel,Indiana. { INDSO t SDD t 4 5155v2 4 TRUST INDENTURE BETWEEN CITY OF CARMEL, INDIANA AND [Trustee], Indianapolis,Indiana As Trustee [Dollar Amount] CITY OF CARMEL,INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2014 (EDWARD ROSE DEVELOPMENT COMPANY,L.L.C. PROJECT) Dated as of 1,2014 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 10 Section 1.1. Terms Defined 10 Section 1.2. Rules of Interpretation 13 Section 1.3. Exhibits 13 ARTICLE II. THE BONDS 14 Section 2.1. Authorized Amount of Series 2014 Bonds 14 Section 2.2. Issuance of Series 2014 Bonds 14 Section 2.3. Payment on Bonds 15 Section 2.4. Execution; Limited Obligation 15 Section 2.5. Authentication 16 Section 2.6. Form of Bonds 16 Section 2.7. Delivery of Series 2014 Bonds 16 Section 2.8. Issuance of Additional Bonds 17 Section 2.9. Mutilated, Lost, Stolen, or Destroyed Bonds 18 Section 2.10. Registration and Exchange of Series 2014 Bonds; Persons Treated as Owners 18 ARTICLE III. APPLICATION OF SERIES 2014 BONDS PROCEEDS 20 Section 3.1. Deposit of Funds 20 ARTICLE IV. REVENUE AND FUNDS 21 Section 4.1. Source of Payment of Bonds 21 Section 4.2. Bond Fund 21 Section 4.3. Surplus Fund 22 Section 4.4. Construction Fund 22 Section 4.5. TIF Revenues 23 Section 4.6. Trust Funds 23 Section 4.7. Investment 24 ARTICLE V. REDEMPTION OF SERIES 2014 BONDS BEFORE MATURITY 25 Section 5.1. Redemption Dates and Prices 25 Section 5.2. Notice of Redemption 25 Section 5.3. Cancellation 25 Section 5.4. Redemption Payments 25 Section 5.5. Partial Redemption of Bonds 25 ARTICLE VI. GENERAL COVENANTS 27 Section 6.1. Payment of Principal and Interest 27 Section 6.2. Performance of Covenants 27 Section 6.3. Ownership; Instruments of Further Assurance 28 Section 6.4. Filing of Indenture, Financing Agreement and Security Instruments 28 Section 6.5. Inspection of Books 28 Section 6.6. List of Bondholders 28 Section 6.7. Rights Under Financing Agreement 28 Section 6.8. Investment of Funds 28 Section 6.9. Non-presentment of Bonds 28 ARTICLE VII. DEFAULTS AND REMEDIES 30 Section 7.1. Events of Default 30 Section 7.2. Acceleration 30 Section 7.3. Remedies; Rights of Bondholders 30 Section 7.4. Right of Bondholders to Direct Proceedings 31 Section 7.5. Application of Moneys 31 Section 7.6. Remedies Vested In Trustee 32 Section 7.7. Rights and Remedies of Bondholders 33 Section 7.8. Termination of Proceedings 33 Section 7.9. Waivers of Events of Default 33 ARTICLE VIII. THE TRUSTEE AND PAYING AGENT 35 Section 8.1. Acceptance of the Trusts 35 Section 8.2. Fees, Charges and Expenses of Trustee and Paying Agent 38 Section 8.3. Notice to Bondholders if Default Occurs 38 Section 8.4. Intervention by Trustee 38 Section 8.5. Successor Trustee 38 Section 8.6. Resignation by the Trustee 39 Section 8.7. Removal of the Trustee 39 Section 8.8. Appointment of Successor Trustee by the Bondholders; Temporary Trustee 39 Section 8.9. Concerning Any Successor Trustees 39 Section 8.10. Trustee Protected in Relying Upon Resolutions, etc 40 Section 8.11. Appointment of Paying Agent and Registrar; Resignation or Removal of Paying Agent 40 ARTICLE IX. SUPPLEMENTAL INDENTURES 41 Section 9.1. Supplemental Indentures Not Requiring Consent of Bondholders 41 Section 9.2. Supplemental Indentures Requiring Consent of Bondholders 41 Section 9.3. Opinion 42 ARTICLE X. AMENDMENTS TO THE FINANCING AGREEMENT 43 Section 10.1. Amendments, etc 43 Section 10.2. Amendments, etc 43 Section 10.3. No Amendment May Alter Notes 43 Section 10.4. Opinion 43 ARTICLE XI. MISCELLANEOUS 44 Section 11.1. Satisfaction and Discharge 44 Section 11.2. Defeasance of Bonds 44 Section 11.3. Cancellation of Series 2014 Bonds 45 Section 11.4. Application of Trust Money 45 ii Section 11.5. Consents, etc., of Bondholders 46 Section 11.6. Limitation of Rights 46 Section 11.7. Severability 46 Section 11.8. Notices 47 Section 11.9. Counterparts 47 Section 11.10. Applicable Law 47 Section 11.11. Immunity.of Officers and Directors 47 Section 11.12. Holidays 47 • iii TRUST INDENTURE THIS TRUST INDENTURE dated as of the 1st day of , 2014, by and between the CITY OF CARMEL, INDIANA ("Issuer"), a municipal corporation duly organized and existing under the laws of the State of Indiana and [Trustee], a with a Corporate Trust Office in the City of Indianapolis, Indiana, as Trustee ("Trustee"); WITNESSETH: WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9, 12, 14 and 25 (collectively, "Act"), authorize and empower the Issuer to issue revenue bonds and to lend the proceeds therefrom for the purpose of financing economic development facilities and vests such Issuer with powers that may be necessary to enable it to accomplish such purposes; and WHEREAS, in accordance with the provisions of the Act, the Issuer has induced Edward Rose Development Company, L.L.C. (the "Company"), to proceed with the construction of the projects described in Exhibit A attached hereto (the "Projects") in the jurisdiction of the Issuer by offering to issue its Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project) in the aggregate principal amount of [Dollar Amount] ("Series 2014 Bonds")pursuant to this Trust Indenture and to provide the proceeds thereof to the Company pursuant to the Financing Agreement, dated as of 1, 2014 ("Financing Agreement") for the purpose of paying certain costs of the Projects, including capitalized interest on the Series 2014 Bonds; and WHEREAS, the execution and delivery of this Indenture and the issuance of revenue bonds under the Act as herein provided have been in all respects duly and validly authorized by proceedings duly passed on and approved by the Issuer; and WHEREAS, after giving notice in accordance with the Act and IC 5-3-1-4, the Issuer held a public hearing, and upon finding that the Projects and the proposed financing thereof will create additional employment opportunities in the City of Carmel; will benefit the health, safety, morals, and general welfare of the citizens of the Issuer and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; and WHEREAS, the Act provides that such bonds may be secured by a trust indenture between the Issuer and a corporate trustee; and WHEREAS, the execution and delivery of this Trust Indenture ("Indenture"), and the issuance of the Series 2014 Bonds hereunder have been in all respects duly and validly authorized by an ordinance duly passed and approved by the Issuer; and WHEREAS, Indiana Code, Title 36, Article 7, Chapter 14 provides that a redevelopment commission of the Issuer may pledge certain incremental property taxes to pay, in whole or in part, amounts due on the Series 2014 Bonds; and WHEREAS, the Carmel Redevelopment Commission has, by resolution, irrevocably dedicated and pledged to the Issuer the TIF Revenues (as hereinafter defined) to pay the Series 2014 Bonds; and WHEREAS, the Series 2014 Bonds and the Trustee's certificate of authentication to be endorsed thereon are all to be in substantially the following forms, and any Additional Bonds and Trustee's certificate of authentication are also to be in substantially the following forms (except as to redemption, sinking fund and other provisions peculiar to such Additional Bonds), with necessary and appropriate variations, omissions and insertions as permitted or required by this Indenture,to-wit: (Form of Series 2014 Bond) R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL, INDIANA ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 2014 (EDWARD ROSE DEVELOPMENT COMPANY, L.L.C. PROJECT) MATURITY INTEREST ORIGINAL AUTHENTICATION DATES RATE DATE DATE As set forth in Exhibit A REGISTERED OWNER: EDWARD ROSE DEVELOPMENT COMPANY, L.L.C. PRINCIPAL AMOUNT: DOLLARS ($ ) The City of Carmel, Indiana ("Issuer"), a municipal corporation duly organized and existing under the laws of the State of Indiana, for value received, hereby promises to pay in lawful money of the United States of America to the Registered Owner listed above, but solely from available amounts held in the Trust Estate (including TIF Revenues) hereinafter referred to pledged and assigned for the payment hereof, the Principal Amount set forth above or such lesser amount as has been advanced and remains unpaid on the Maturity Dates specified on Exhibit A, unless this Series 2014 Bond shall have previously been called for redemption and payment of the redemption price made or provided for or unless payments shall be accelerated as provided in the Indenture, and to pay interest thereon until the Principal Amount shall be fully paid at the Interest Rate stated above on the unpaid principal amount hereof in like money, but solely from those payments, payable on February 1, 201_, and on each February 1 and August 1 thereafter ("Interest Payment Dates")until the unpaid Principal Amount advanced is paid in full. The unpaid principal amount of this Series 2014 Bond shall be the total amounts advanced by the Registered Owner from time to time, less any prior redemption of the principal amount due, as set forth on Exhibit B hereto. The aggregate amount of advances made under this Series 2014 Bond may not exceed $[Dollar Amount]. The principal amounts advanced shall 2 be evidenced by the execution by the Clerk-Treasurer of the City of a Disbursement Request in form and substance satisfactory to the Registered Owner. Interest on this bond shall be payable from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the month immediately preceding the interest payment date (the "Record Date") and on or before such interest payment date in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before January 15, 201_, in which case it shall bear interest from the Original Date, which interest is payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 201 . Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The principal and premium, if any, of this Series 2014 Bond are payable at the office of [Trustee], as Trustee, in the Indianapolis, Indiana, or at the principal office of any successor trustee or paying agent, or, if payment is made to a depository, by wire transfer of immediately available funds on the payment date. All payments of interest hereon will be made by the Trustee by check mailed on each Interest Payment Date to the Registered Owner hereof at the address shown on the registration books of the Trustee as maintained by the Trustee, as registrar, determined on the Record Date next preceding such Interest Payment Date, or, if payment is made to a depository, by wire transfer of immediately available funds on the Interest Payment Date. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Trustee shall wire transfer payments so such payments are received at the depository by 2:30 p.m. (New York City time). This Series 2014 Bond is one of the Issuer's Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project) (hereinbefore and hereinafter the"Series 2014 Bonds") which are being issued under the hereinafter described Indenture in the aggregate principal amount of[Dollar Amount]. The Series 2014 Bonds are being issued for the purpose of providing funds to finance the construction of certain infrastructure and related improvements ("Projects") located in or directly serving and benefiting the Old Meridian Economic Development Area in the City of Carmel, Indiana, to be constructed by Edward Rose Development Company, L.L.C. ("Company"), by providing such funds to the Company pursuant to the Financing Agreement dated as of 1, 2014 ("Financing Agreement") between the Company and the Issuer. Except as otherwise provided in Section 2.2 of the Indenture, each Series 2014 Bond will be payable on parity with all other Series 2014 Bonds. The Series 2014 Bonds are issued under and entitled to the security of a Trust Indenture dated as of 1, 2014 ("Indenture") duly executed and delivered by the Issuer to [Trustee], as Trustee (the term "Trustee" where used herein referring to the Trustee or its successors), pursuant to which Indenture, the Trust Estate including the TIF Revenues (each as defined in the Indenture ) and all rights of the Issuer under the Financing Agreement, except certain rights to payment for expenses, indemnity rights and rights to perform certain discretionary acts as set forth in the Financing Agreement, are pledged and assigned by the Issuer to the Trustee as security for the Series 2014 Bonds. 3 THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS SERIES 2014 BOND, HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE INDENTURE AND THIS SERIES 2014 BOND AND ACKNOWLEDGES THAT: ' 1. It is an "accredited investor" (as defined in Rule 501(a)(8) under the Securities Act of 1933, as amended ("1933 Act")),purchasing bonds for its own account, and it is acquiring the Series 2014 Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the 1933 Act. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its investment in the Series 2014 Bonds, and it, and any investor accounts for which it is acting are able to bear the economic risk of their or its investment for an indefinite period of time. It confirms that neither the Issuer nor any person acting on its behalf has offered to sell the Series 2014 Bonds by, and that it has not been made aware of the offering of the Series 2014 Bonds by, any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or a broadcast over television or radio. 2. It is familiar with the Issuer and the Company; it has received such information concerning the Issuer and the Company, the Series 2014 Bonds and the Trust Estate including the TIF Revenues (as defined in the Indenture), as it deems to be necessary in connection with investment in the Series 2014 Bonds. It has received, read and commented upon copies of the Indenture and the Financing Agreement. Prior to the purchase of the Series 2014 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Issuer and the Company concerning the terms and conditions of the Series 2014 Bonds, the tax status of the Series 2014 Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform, and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Issuer and the Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on Barnes & Thornburg LLP or H.J. Umbaugh & Associates, LLP for information concerning the financial status of the Issuer and the Company or the ability of the Issuer and the Company to honor their respective financial obligations or other covenants under the Series 2014 Bonds, the Indenture or the Financing Agreement. It understands that the projection of TIF Revenues prepared in connection with the issuance of the Series 2014 Bonds has been based on estimates of the investment in real property provided by the Company. 3. It is acquiring the Series 2014 Bonds for its own account with no present intent to resell; and will not sell, convey, pledge or otherwise transfer the Series 2014 Bonds to an entity that is not an accredited investor without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. 4. It understands that the Series 2014 Bonds have not been registered under the 1933 Act and, unless so registered, may not be sold to an entity that is not an accredited investor without registration under the 1933 Act or an exemption therefrom. It is aware that it may transfer or sell the Series 2014 Bonds to an entity that is not an accredited investor only if the Trustee shall first have received (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and regulations issued pursuant to such Acts, or (ii) a no-action letter of the staff of the 4 Securities and Exchange Commission that the staff will recommend that no action be taken with respect to such sale or transfer, or (iii) a certificate stating that it reasonably believes that the transferee is a "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A") promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer restrictions applicable to the Series 2014 Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Series 2014 Bonds. 5. It understands that the sale or transfer of the Series 2014 Bonds in principal amounts less than$100,000 to an entity that is not an accredited investor is prohibited other than through a primary offering. 6. It has investigated the security for the Series 2014 Bonds, including the availability of the Trust Estate including the TIF Revenues to its satisfaction, and it understands that the Series 2014 Bonds are payable from the available Trust Estate including the TIF Revenues. It further understands that the Issuer does not have the power or the authority to levy a tax to pay the principal of or interest on the Series 2014 Bonds. It is provided in the Indenture that the Issuer may hereafter issue Additional Bonds (as defined in the Indenture) from time to time under certain terms and conditions contained therein (such Additional Bonds and the Series 2014 Bonds are hereinafter collectively referred to as the "Bonds"). Reference is made to the Indenture and to all indentures supplemental thereto and to the Financing Agreement for a description of the nature and extent of the security, the rights, duties and obligations of the Issuer and the Trustee, the rights of the holders of the Bonds, the issuance of Additional Bonds and the terms on which the Bonds are or may be issued and secured, and to all the p rovisions of which the holder hereof by the acceptance of this Series 2014 Bond assents. The Series 2014 Bonds are issuable in registered form without coupons in the denominations of$100,000 and any $1.00 integral multiples thereafter. The sale or transfer of this Series 2014 Bond in principal amounts of less than $100,000 is prohibited to an entity that is not an accredited investor other than through a primary offering. This Series 2014 Bond is transferable by the registered holder hereof in person or by its attorney duly authorized in writing at the designated office of the Trustee,but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Series 2014 Bond. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. The Issuer, the Trustee and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and premium, if any, hereon and interest due hereon and for all other purposes and neither the Issuer nor the Trustee nor the Paying Agent shall be affected by any notice to the contrary. If sufficient funds are on deposit in the Bond Fund, the Series 2014 Bonds shall be subject to redemption prior to maturity at the option of the Issuer at the direction of the Company on any date, upon thirty (30) days' notice, in whole or in part in such order of maturity as the 5 Issuer shall direct and by lot within maturities on any date, from any moneys made available for that purpose, at face value and without premium, plus in each case accrued interest to the date fixed for redemption. If any of the Series 2014 Bonds are called for redemption as aforesaid, notice thereof identifying the Series 2014 Bonds to be redeemed will be given by mailing a copy of the redemption notice by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the Registered Owner of the Series 2014 Bonds to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein with respect to any registered Series 2014 Bond, shall not affect the validity of any proceedings for the redemption of other Series 2014 Bonds. All Series 2014 Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2014 Bond is transferable by the Registered Owner hereof at the principal corporate trust office of the Trustee upon surrender and cancellation of this Series 2014 Bond and on presentation of a duly executed written instrument of transfer and thereupon a new Series 2014 Bond or Series 2014 Bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. The Series 2014. Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer. The Series 2014 Bonds, as to both principal and interest, are not an obligation or liability of the State of Indiana, or of any political subdivision or taxing authority thereof, but are a special limited obligation of the Issuer and payable solely and only from the trust estate consisting of funds and accounts held under the Indenture and the TIF Revenues pledged and assigned for their payment in accordance with the Indenture ("Trust Estate"). taxing power of the Issuer, the State of Indiana or any the faith and credit nor the to g p w y political subdivision or taxing authority thereof is pledged to the payment of the principal of, premium, if any, or the interest on this Series 2014 Bond. The Series 2014 Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of, premium, if any, or interest on the Series 2014 Bonds. No covenant or agreement contained in the Series 2014 Bonds or the Indenture shall be deemed to be a covenant or agreement of the Redevelopment Commission, the Carmel Economic Development Commission ("Commission"), the Issuer or of any member, director, officer, agent, attorney or employee of the Redevelopment Commission, Commission or the Issuer in his or her individual capacity, and neither the Redevelopment Commission, Commission, the Issuer nor any member, director, officer, agent, attorney or employee of the Redevelopment Commission, Commission or the Issuer executing the Series 2014 Bonds shall be liable personally on the Series 2014 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2014 Bonds. 6 The holder of this Series 2014 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Indenture, or of any supplements thereto, may be made to the extent and in the circumstances permitted by the Indenture. The Issuer's obligation to pay TIF Revenues shall not be subject to acceleration. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the laws of the State of Indiana and under the Indenture precedent to and in the issuance of this Series 2014 Bond, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series 2014 Bond have been duly authorized by the Issuer. This Series 2014 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. IN WITNESS WHEREOF, the City of Carmel, Indiana, in Hamilton County, has caused this Series 2014 Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate seal to be hereunto affixed manually or by facsimile and attested to by the manual or facsimile signature of its Clerk-Treasurer all as of the Original Date. CITY OF CARMEL, INDIANA By: Mayor (SEAL) Attest: Clerk-Treasurer (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) 7 This Series 2014 Bond is one of the Series 2014 Bonds described in the within mentioned Trust Indenture. [Trustee], Trustee By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address) the within Series 2014 Bond and all rights, title and interest thereon, and hereby irrevocably constitutes and appoints attorney to transfer the within Series 2014 Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed NOTICE: The signature of this assignment by an eligible guarantor institution must correspond with the name of the participating in a Securities Transfer registered owner as it appears upon the face Association recognized signature guarantee of the within Series 2014 Bond in every program. particular, without alteration or enlargement or any change whatever. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN. COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. TRANS. MIN. ACT Custodian (Cust.) (Minor) under Uniform Transfers to Minors Act of 8 (State) Additional abbreviations may also be used though not in the above list. Exhibit A Maturity Date Amount Exhibit B SCHEDULE OF OUTSTANDING BALANCE OF CITY OF CARMEL,INDIANA ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 2014 (EDWARD ROSE DEVELOPMENT COMPANY,L.L.C. PROJECT) Date Amount Amount of Outstanding Acknowledgment Acknowledgment of Advance Payment Balance of City Holder of Note (End of Bond Form) NOW, THEREFORE, THIS INDENTURE WITNES SETH: That in order to secure the payment of the principal of and interest and premium, if any, on the Bonds to be issued under this Indenture according to their tenor, purport and effect, and in order to secure the performance and observance of all the covenants and conditions herein and in the Bonds contained, and in order to declare the terms and conditions upon which the Bonds are issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become holders thereof, and for and in consideration of the mutual covenants herein contained, of the acceptance by the Trustee of the trust hereby created, and of the purchase and acceptance of the Bonds by the holders or obligees thereof,the Issuer has executed and delivered this Indenture, and by these presents does hereby convey, grant, assign, pledge and grant a security interest in, unto the Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular,the property hereinafter described("Trust Estate"): GRANTING CLAUSE All right, title and interest of the Issuer in and to the TIF Revenues (such pledge to be effective as set forth in IC 5-1-14-4 and IC 36-7-14-39 without filing or recording of this Indenture or any other instrument), the Financing Agreement (except the rights reserved to the 9 Issuer) and all moneys and the Qualified Investments held by the Trustee from time to time in the Funds and Accounts created hereunder; TO HAVE AND TO HOLD the same unto the Trustee, and its successor or successors and its or their assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, to secure the payment of the Bonds to be issued hereunder, and premium, if any, payable upon redemption or prepayment thereof, and the interest payable thereon, and to secure also the observance and performance of all the terms, provisions, covenants and conditions of this Indenture, and for the benefit and security of all and singular the holders of all Bonds issued hereunder, and it is hereby mutually covenanted and agreed that the terms and conditions upon which the Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become the holders thereof, and the trusts and conditions upon which the pledged moneys and revenues are to be held and disbursed, are as follows: ARTICLE I. DEFINITIONS Section 1.1. Terms Defined. In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "Additional Bonds" shall have the meaning assigned in Section 2.8 of this Indenture. "Annual Fees" means annual Trustee Fees and any other ongoing fees relating to payment of debt service on the Series 2014 Bonds. "Area" means the Grand & Main Allocation Area as such allocation area may be expanded from time to time. "Authorized Representative" means any officer of the Company as evidence by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Company by its President. "Bonds" means any Bonds issued pursuant to this Indenture, including the Series 2014 Bonds. "Business Day"means a day on which the office of the Trustee is open for business. "Company" means Edward Rose Development Company, L.L.C., or its permitted successor or assign, as more fully provided in the Financing Agreement. "Costs of Construction" means the following categorical costs of providing for an "economic development project" as defined and set forth in the Act: 10 (i) the "Bond Issuance Costs", namely the costs, fees and expenses incurred or to be incurred by the Issuer and the Company in connection with the issuance and sale of the Series 2014 Bonds, including placement or other financing fees (including applicable counsel fees), the fees and disbursements of bond counsel, fees of the Issuer's financial advisor, the acceptance fee of the Trustee, application fees and expenses, publication costs, the filing and recording fees in connection with any filings or recording necessary under the Indenture or to perfect the lien thereof, the out-of-pocket costs of the Issuer, the fees and disbursements of counsel to the Company, the fees and disbursements of the Company's accountants and advisers, the fees and disbursements of counsel to the Issuer, the fees and disbursements of counsel to the purchaser of the Bonds, the costs of preparing or printing the Series 2014 Bonds and the documentation supporting the issuance of the Series 2014 Bonds, the costs of reproducing documents, and any other costs of a similar nature reasonably incurred; (ii) the "Capitalized Interest Costs", namely a portion of the interest on the Series 2014 Bonds from the date of their original delivery through and including , 201 ; (iii) the cost of insurance of all kinds that may be required or necessary in connection with the construction of the Projects; (iv). all costs and expenses which Issuer or Company shall be required to pay, under the terms of any contract or contracts (including the architectural and engineering, development, and legal services with respect thereto), for the construction of the Projects; and (v) any sums required to reimburse Issuer or Company for advances made by either of them subsequent to the date of inducement by the Issuer for any of the above items or for any other costs incurred and for work done by either of them which are properly chargeable to the Projects. "Event of Default" means those events of default specified in and defined by Section 7.1 hereof "Financing Agreement" means the Financing Agreement, dated as of 1, 2014, between the Company and the Issuer and all amendments and supplements thereto. "Fiscal Year" shall mean a period of twelve consecutive months constituting the fiscal year of the Company commencing on the first day of January of any year and ending on the last day of December of such year, both inclusive, or such other period as hereafter may be established from time to time for budgeting and accounting purposes by the Company or by the governing body of any successor entity to the Company. "Indenture" means this instrument as originally executed or as it may from time to time be amended or supplemented pursuant to Article IX. "Interest Payment Date" on the Series 2014 Bonds means each February 1 and August 1, commencing February 1, 201_. 11 "Interest Period" has the meaning set forth in the form of Series 2014 Bond set forth in the recitals to this Indenture. "Issuer" means the City of Carmel, Indiana, a municipal corporation organized and validly existing under the laws of the State of Indiana or any successor to its rights and obligations under the Financing Agreement and the Indenture. "Note" or"Notes" shall have the meaning assigned in the.Financing Agreement. "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel who may be an employee of or counsel to the Company. "Outstanding" or "Bonds outstanding" means all Bonds which have been duly authenticated, and delivered by the Trustee under this Indenture,except: (b) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (c) Bonds for the redemption of which cash or investments (but only to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof) shall have been theretofore deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Bonds); provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee, shall have been filed with the Trustee; and (d) Bonds in lieu of which others have been authenticated under Section 2.9. "Paying Agent" means [Trustee], in its capacity as paying agent hereunder, and any successor paying agent or co-paying agent. "Qualified Investments" shall have the meaning assigned in the Financing Agreement. "Record Date" means the fifteenth day of the month immediately preceding any Interest Payment Date. "Redevelopment Commission"means the City of Carmel Redevelopment Commission. "Requisite Bondholders" means the holders of a majority in aggregate principal amount of Bonds. "Series 2014 Bonds" means the City of Carmel, Indiana Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project) in the aggregate principal amount of[Dollar Amount]. "Tax Increment" means all real property tax proceeds attributable to the assessed valuation within the Area as of each March 1 in excess of the base assessed value as established 12 as of March 1, 2014. The incremental assessed value is multiplied by the current property tax rate (per$100 assessed value). "TIF Revenues" means Tax Increment received by the Redevelopment Commission and pledged to the Issuer pursuant to Resolution adopted by the Redevelopment Commission on August 20, 2014, equal, for any given year, to seventy-five percent (75%) of the Tax Increment generated from Area. "Trust Estate" means the funds and accounts, TIF Revenues and other assets described in the Granting Clauses of this Indenture. "Trustee" means [Trustee], Indianapolis, Indiana, in its capacity as trustee hereunder, the party of the second part hereto, and any successor trustee or co-trustee. Section 1.2. Rules of Interpretation. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) "This Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof. (b) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as consistently applied. (e) Any terms not defined herein but defined in the Financing Agreement shall have the same meaning herein. (f) The terms defined elsewhere in this Indenture shall have the meanings therein prescribed for them. Section 1.3. Exhibits. The following Exhibits are attached to and by reference made a part of this Indenture: Exhibit A: Description of Projects (End of Article I) 13 ARTICLE II. THE BONDS Section 2.1. Authorized Amount of Series 2014 Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The principal amount of the Series 2014 Bonds (other than Bonds issued in substitution therefor pursuant to Section 2.8 hereof) that may be issued is hereby expressly limited to [Dollar Amount]. Additional Bonds may be issued as provided in Section 2.8 hereof. Section 2.2. Issuance of Series 2014 Bonds. The Series 2014 Bonds shall be designated "City of Carmel, Indiana Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project)." The Series 2014 Bonds shall be originally issuable as fully registered Bonds without coupons in denominations of$100,000 and any $1.00 integral multiples thereafter and shall be lettered and numbered R-1 and upward. Interest on the Series 2014 Bonds shall be paid to the owners of such Bonds determined as of the close of business of the Record Date next preceding each Interest Payment Date at the registered addresses of such owners as they shall appear on the registration books of the Trustee notwithstanding the cancellation of any such Bonds upon any exchange or transfer thereof subsequent to the Record Date and prior to such Interest Payment Date, except that, if and to the extent that there shall be a default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the owners in whose name any such Bonds (or any Bond issued upon transfer or exchange thereof) are registered at the close of business of the Special Record Date (defined below) next preceding the date of payment of such defaulted interest. Payment of interest to all Bondholders shall be by check drawn on the main office of the Paying Agent and mailed to such Bondholder on each Interest Payment Date. The "Special Record Date" shall be the date established by the Trustee for the payment of defaulted interest. The Series 2014 Bonds shall be dated as of the date of their delivery. Interest shall be computed on the basis of a 360 day year consisting of twelve 30-day months. The interest on the Series 2014 Bonds shall be payable on each February 1 and August 1, commencing on February 1, 201 . Principal on the Series 2014 Bond shall be advanced from time to time by the Registered Owner upon request of the Issuer. The unpaid principal amount of the Series 2014 Bond shall be the total amounts advanced by the Registered Owner from time to time, less any prior redemption of the principal amount due, as set forth on Exhibit B to the Series 2014 Bond. The aggregate amount of advances made under this Series 2014 Bond may not exceed $[Dollar Amount]. The principal amounts advanced shall be evidenced by the execution by the Clerk- Treasurer of the City of a Disbursement Request in form and substance satisfactory to the Registered Owner. The Series 2014 Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication shall be subsequent to a Record Date in which case they shall bear interest from the Interest Payment Date with respect to such Record Date, provided, however that if, as shown by the records of the Trustee, interest on the Series 2014 Bonds shall be in default, Series 2014 Bonds issued in exchange for Series 2014 Bonds surrendered for transfer or exchange shall bear interest from the date to which interest has 14 been paid in full on the Series 2014 Bonds or, if no interest has been paid on the Series 2014 Bonds, from the date of issuance and delivery of the Series 2014 Bonds. Series 2014 Bonds authenticated on or prior to January 15, 2012 shall bear interest from the date of delivery of the Series 2014 Bonds. The Series 2014 Bonds shall mature on the dates set forth below, beginning on 1, 201_, and ending on 1, 20 , in the amounts set forth below at the interest rate of %per annum: Payment Date Amount Payment Date Amount Section 2.3. Payment on Bonds. The principal of and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. The final payments on the Series 2014 Bonds shall be payable at the designated corporate trust office of the Trustee. All other payments on the Series 2014 Bonds shall be made to the person appearing on the Bond registration books of the Trustee as the registered owner of the Series 2014 Bonds by check mailed to the registered owner thereof as shown on the registration books of the Trustee, or, if payment is made to a depository, by wire transfer of immediately available funds on the interest payment date. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Trustee shall be instructed to wire transfer payments so that such payments are received at the depository by 2:30 p.m. (New York City time). Section 2.4. Execution; Limited Obligation. The Series 2014 Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of its Mayor and attested with the manual or the facsimile signature of its Clerk-Treasurer and shall have impressed or printed thereon the corporate seal of the Issuer. Such facsimiles shall have the same force and effect as if such officer had manually signed each of the Series 2014 Bonds. If any officer whose 15 • signature or facsimile signature shall appear on the Series 2014 Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall, nevertheless, be valid and sufficient for all purposes, the same as if he had remained in office until delivery. The Series 2014 Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof. The Series 2014 Bonds, as to both principal and interest, are not an obligation or liability of the State of Indiana, or of any political subdivision or taxing authority thereof, but are a special limited obligation of the Issuer and are payable solely and only from the trust estate consisting of funds and accounts held under the Indenture and the TIF Revenues pledged and assigned for their payment in accordance with the Indenture ("Trust Estate"). Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of, premium, if any, or the interest on the Series 2014 Bond. The Series 2014 Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of, premium, if any, or interest on the Series 2014 Bonds. No covenant or agreement contained in the Series 2014 Bonds or the Indenture shall be deemed to be a covenant or agreement of the Redevelopment Commission, the Carmel Economic Development Commission ("Commission"), or of any member, director, officer, agent, attorney or employee of the Redevelopment Commission, Commission or the Issuer in his or her individual capacity, and neither the Redevelopment Commission, the Commission nor any member, director, officer, agent, attorney or employee of the Redevelopment Commission, the Commission or the Issuer executing the Series 2014 Bonds shall be liable personally on the Series 2014 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2014 Bonds. Section 2.5. Authentication. No Series 2014 Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until the certificate of authentication on such Series 2014 Bond substantially in the form hereinabove set forth shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any. such Bond shall be conclusive evidence that such Series 2014 Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Series 2014 Bond shall be deemed to have been executed by it if signed by an authorized signatory of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Series 2014 Bonds issued hereunder. Section 2.6. Form of Bonds. The Bonds issued under this Indenture shall be substantially in the form hereinabove set forth with such appropriate variations, omissions and insertions as are permitted or required by this Indenture. Section 2.7. Delivery of Series 2014 Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee the Series 2014 Bonds in the 16 aggregate principal amount of[Dollar Amount]. The Trustee shall authenticate such Bonds and deliver them to the purchasers thereof upon receipt of: (i) A copy, duly certified by the Clerk-Treasurer of the Issuer, of the ordinance adopted and approved by the Issuer authorizing the execution and delivery of the Financing Agreement and this Indenture and the issuance of the Series 2014 Bonds. (ii) A copy, duly certified by the Secretary of the Redevelopment Commission, of the resolution adopted and approved by the Redevelopment Commission pledging the TIF Revenues to the payment of the Series 2014 Bonds. (iii) Executed counterparts of the Financing Agreement and Indenture. (iv) A written request of the Issuer to the Trustee requesting the Trustee to authenticate, or cause to be authenticated, and deliver the Series 2014 Bonds in the principal amount of [Dollar Amount] to the purchasers thereof. (v) Such other documents as shall be required by the Requisite Bondholders. The proceeds of the Series 2014 Bonds shall be paid over to the Trustee and deposited to the credit of various Funds as hereinafter provided under Section 3.1 hereof Section 2.8. Issuance of Additional Bonds. One or more series of Bonds payable from the TIF Revenues in addition to the Series 2014 Bonds ("Additional Bonds"), may be authenticated and delivered from time to time for one or more of the purposes of(i) refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the cost or estimated cost of completing the Projects or of acquiring and/or constructing additional improvements, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof, pledging and assigning the Additional Note being then currently 17 issued as security therefor and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Section 7.1 of the Financing Agreement. (iii) A copy, duly certified by the Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8 shall be secured by this Indenture and shall be equally and ratably payable from all Notes issued under the Financing Agreement, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities,redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds. Notwithstanding anything in this Indenture or the Bonds to the contrary, no Additional Bonds shall be issued under this Indenture without the prior consent of the Requisite Bondholders and the Company. Section 2.9. Mutilated, Lost, Stolen, or Destroyed Bonds. If any Series 2014 Bond is mutilated, lost, stolen or destroyed, then, in the absence of notice to the Trustee that such Bond has been acquired by a bona fide purchaser, the Issuer may execute and the Trustee may authenticate a new Series 2014 Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Series 2014 Bond, such mutilated Series 2014 Bond shall first be surrendered to the Issuer, and in the case of any lost, stolen or destroyed Series 2014 Bond, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to it. If any such Series 2014 Bond shall have matured, instead of issuing a duplicate Series 2014 Bond the Issuer may pay the same without surrender thereof; provided, however, that in the case of a lost, stolen or destroyed Series 2014 Bond, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to it. The Trustee may charge the holder or owner of such Series 2014 Bond with their reasonable fees and expenses in this connection. Any Series 2014 Bond issued pursuant to this Section 2.9 shall be deemed part of the original series of Series 2014 Bonds in respect of which it was issued and an original additional contractual obligation of the Issuer. Section 2.10. Registration and Exchange of Series 2014 Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the transfer of the Series 2014 Bonds as provided in this Indenture to be kept by the Trustee which is hereby constituted and 18 appointed the registrar of the Issuer. Upon surrender for transfer of any fully registered Series 2014 Bond at the principal office of the Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee and duly executed by the registered owner or his attorney duly authorized in writing, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Series 2014 Bond or Series 2014 Bonds of the same series and the same maturity for a like aggregate principal amount. The execution by the Issuer of any fully registered Series 2014 Bond without coupons of any denomination shall constitute full and due authorization of such denomination, and the Trustee shall thereby be authorized to authenticate and deliver such registered Series 2014 Bond. The Trustee shall not be required to transfer or exchange any fully registered Series. 2014 Bond during the period between the Record Date and any interest payment date of such Series 2014 Bond, nor to transfer or exchange any Series 2014 Bond after the mailing of notice calling such Bond for redemption has been made, nor during a period of fifteen(15) days next preceding mailing of a notice of redemption of any Bonds. As to any fully registered Series 2014 Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal or interest thereon, shall be made only to or upon the order of the registered owner thereof or its legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (End of Article II) 19 ARTICLE III. APPLICATION OF SERIES 2014 BONDS PROCEEDS Section 3.1. Deposit of Funds. The Issuer shall deposit with Trustee in the Construction Fund all proceeds from the sale of the Series 2014 Bonds and shall be disbursed as provided in Section 4.4. (End of Article III) 20 • ARTICLE IV. REVENUE AND FUNDS Section 4.1. Source of Payment of Bonds. The Bonds herein authorized and all payments to be made by the Issuer hereunder are not general obligations of the Issuer but are limited obligations payable solely from the Trust Estate as authorized by the Act and as provided herein. No covenant or agreement contained in the Bonds or this Indenture shall be deemed to be a covenant or agreement of the Issuer or of any member, director, officer, agent, attorney or employee of the Issuer in his or her individual capacity, and neither the Issuer nor any member, director, officer, agent, attorney, or employee of the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Section 4.2. Bond Fund. The Trustee shall establish and maintain, so long as any of the Bonds are outstanding, a separate fund to be known as the "Bond Fund." Money in the Bond Fund shall be applied as provided in this Section 4.2. There shall be deposited in the Bond Fund, as and when received, (a) TIF Revenues in an amount not to exceed the payments due on the Series 2014 Bonds on the next February 1 or August 1 plus Annual Fees; (b) proceeds of the Series 2014 Bonds to be used to pay interest thereon; (c) any amount remaining in the Construction Fund to be transferred to the Bond Fund . pursuant to Section 4.4 of the Indenture, and any amount remaining in the Construction Fund to be transferred to the Bond Fund pursuant to the Indenture upon acceleration of the maturity of the Series 2014 Bonds; and (d) all interest and other income derived from investments of Bond Fund moneys as provided herein. The Issuer hereby covenants and agrees that so long as any of the Bonds issued hereunder are outstanding it will deposit, or cause to be paid to Trustee for deposit in the Bond Fund for its account, all revenues and receipts derived from the TIF Revenues (taking into account any Parity TIF Obligations (as defined below)) promptly to meet and pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable. Nothing herein should be construed as requiring Issuer to deposit or cause to be paid to Trustee for deposit in the Bond Fund, funds from any source other than receipts derived from the TIF Revenues. The Clerk-Treasurer of the Issuer shall set aside immediately upon receipt the Tax Increment into the Issuer's Allocation Fund as created by IC 36-7-14 and transfer the TIF Revenues to the Trustee as set forth in Section 4.5. The Trustee is hereby directed to deposit the TIF Revenues into the Bond Fund in the manner prescribed in this Section 4.2 and in Section 4.5. Moneys in the Bond Fund shall be used by the Trustee to pay interest, premium, if any, and principal on the Bonds as they become due at maturity, redemption or upon acceleration. The Trustee shall transmit such funds to the Paying Agent for any series of Bonds in sufficient time to insure that such interest will be paid as it becomes due. Any TIF Revenues not needed to pay debt service on the Series 2014 Bonds on the next February 1 or August 1 shall be transferred to the Surplus Fund. • 21 Section 4.3. Surplus Fund. The Trustee shall establish and maintain a separate fund to be known as the "Surplus Fund." Money in the Surplus Fund shall be applied as provided in this Section 4.3. The Trustee shall deposit in the Surplus Fund, as and when received, all TIF Revenues in excess of payments due on the Series 2014 Bonds on the next February 1 or August 1 as provided in Section 4.2. At the direction of the Company, TIF Revenues in the Surplus Fund shall be used (i) to pay amounts due on the Series 2014 Bonds and amounts due on any obligations issued on a parity with the Series 2014 Bonds as to the pledge of Tax Increment ("Parity TIF Obligations"), (ii) to redeem or defease the Series 2014 Bonds in whole or in part, or(iii) for any other purpose permitted by law. Section 4.4. Construction Fund. The Issuer shall establish with the Trustee a separate fund to be known as the Construction Fund, to the credit of which the deposits are to be made as required by Section 3.1 hereof. The Construction Fund shall consist of the Construction Account and the bond Interest Account. The Bond Interest Account shall be used to pay Capitalized Interest Costs, and the Construction Account shall be used to pay Costs of Construction (other than Capitalized Interest Costs, except to the extent moneys in the Bond Interest Account are insufficient to pay Capitalized Interest Costs when due). (a) Bond Issuance Costs of the Series 2014 Bonds shall only be paid or reimbursed upon submission of a requisition signed by the Company. (b) Except as set forth in subparagraph (a) of this Section 4.4, moneys on deposit in the Construction Account shall be paid out from time to time by the Trustee to or upon the order of the Company to pay or reimburse costs of issuance of the Series 2014 Bonds and to or upon the order of the Company in order to pay, or as reimbursement to the Company for payment made, for the Costs of Construction, upon receipt by the Trustee of the written request signed by the Authorized Representative of the Company: (1) stating that the costs of an aggregate amount set forth in such written request have been made or incurred and were necessary for the construction of the Projects and were made or incurred in accordance with the construction contracts, plans and specifications, or purchase contracts therefor then in effect or that the amounts set forth in such written request are for allowable Costs of Construction of the Projects; (2) stating that the amount paid or to be paid, as set forth in such written request, is reasonable and represents a part of the amount payable for the Costs of Construction of the Projects all in accordance with the cost budget; and that such payment was not paid in advance of the time, if any, fixed for payment and was made in accordance with the terms of any contracts applicable thereto and in accordance with usual and customary practice under existing conditions; (3) stating that no part of the said costs was included in any written request previously filed with the Trustee under the provisions hereof; (4) stating that such costs are appropriate for the expenditure of 22 proceeds of the Bonds under the Act; and (5) stating a recap of vendors and the amount paid . (c) The Trustee shall rely fully on any such request delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. The Trustee shall, without other or further authority than is hereby given, pay from the Construction Fund, interest accruing on the Bonds,to the extent funds are not available in the Bond Fund. (d) The Issuer shall deliver to the Trustee within fifteen (15) days of completion of the Projects, in addition to the items required by (b) above, a certificate of its Authorized Representative of the Company: (i) stating the date that the Projects were completed; and (ii) stating that it has made such investigation of such sources of information as are deemed by him to be necessary, including pertinent records of the Issuer, and is of the opinion that the Projects have been fully paid for, and that no claim or claims exist against the Issuer or against the properties of either out of which a lien based on furnishing labor or material for the Projects exists or might ripen; provided, however, there may be excepted from the foregoing statement any claim or claims out of which a lien exists or might ripen if the Company intends to contest such claim or claims, in which event such claim or claims shall be described; provided, further, however, that it shall be stated that funds are on deposit in the Construction Fund sufficient to make payment of the.full amount which might in any event be payable in order to satisfy such claim or claims. If such certificate shall state that there is a claim or claims in controversy which create or might ripen into a lien, there shall be filed with the Issuer and the Trustee a certificate of the Company when and as such claim or claims shall have been fully paid. If, after payment by the Trustee of all orders theretofore tendered to the Trustee under the provisions of subparagraph (b) of this Section 4.4 and after receipt of the statement mentioned in subparagraph (d)(i) and (ii) of this Section 4.4, there shall remain any balance of moneys in the Construction Fund, Trustee shall transfer all moneys then in the Construction Fund (except any disputed claims described in the completion certificate required in Section 4.3(d) hereof) to the Bond Fund. The Trustee, as directed in writing by the Issuer, shall use any amount transferred to the Bond Fund to prepay the Series 2014 Bonds at the earliest redemption date. Section 4.5. TIF Revenues. On or before each January 15 and July 15, commencing July 15, 2016, the Issuer shall transfer to the Bond Fund and the Surplus Fund, the TIF Revenues for the payment of the Series 2014 Bonds. The balance of any TIF Revenues in excess of such requirements of the Bond Fund shall be deposited into the Surplus Fund. Section 4.6. Trust Funds. All moneys and securities received by the Trustee under the provisions of this Indenture, shall be trust funds under the terms hereof and shall not be subject 23 to lien or attachment of any creditor of the Issuer or of the Company. Such moneys shall be held in trust and applied in accordance with the provisions of this Indenture. Section 4.7. Investment. Moneys on deposit in the Funds established in this Article IV hereof shall be invested as provided in Section 6.8 hereof. (End of Article IV) 24 ARTICLE V. REDEMPTION OF SERIES 2014 BONDS BEFORE MATURITY Section 5.1. Redemption Dates and Prices. The Series 2014 Bonds are subject to optional redemption by the Issuer, prior to maturity, at the option of the Company, on any date, in whole or in part, in such order of maturity as the Company shall direct and by lot within maturities, at face value, without premium, plus in each case accrued interest to the date fixed for redemption. Section 5.2. Notice of Redemption. In the case of redemption of Series 2014 Bonds pursuant to Section 5.1 hereof, notice of the call for any such redemption identifying the Series 2014 Bonds, or portions of fully registered Series 2014 Bonds, to be redeemed shall be given by mailing a copy of the redemption notice by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the registered Owner of each Series 2014 Bond to be redeemed at the address shown on the registration books. Such notice of redemption shall specify the CUSIP number, if any, and, in the event of a partial redemption the Series 2014 Bond numbers and called amounts of each Series 2014 Bond, the redemption date, principal amount, interest rate, maturity date and the name and address of the Trustee and the Paying Agent; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any such registered Series 2014 Bond shall not affect the validity of any proceedings for the redemption of other Series 2014 Bonds. On and after the redemption date specified in the aforesaid notice, such Series 2014 Bonds, or portions thereof, thus called shall not bear interest, shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture, and the holders thereof shall have the right to receive only the redemption price thereof plus accrued interest thereon to the date fixed for redemption. Section 5.3. Cancellation. All Series 2014 Bonds which have been redeemed in whole shall be canceled or otherwise destroyed by the Trustee in accordance with the customary practices of the Trustee and applicable record retention requirements and shall not be reissued. Section 5.4. Redemption Payments. Prior to the date fixed for redemption in whole, funds shall be deposited with Trustee to pay, and Trustee is hereby authorized and directed to apply such funds to the payment of the Series 2014 Bonds or portions thereof called, together with accrued interest thereon to the redemption date. Upon the giving of notice and the deposit of funds for redemption, interest on the Series 2014 Bonds thus called shall no longer accrue after the date fixed for redemption. No payment shall be made by the Paying Agent upon any Series 2014 Bond until such Series 2014 Bond shall have been delivered for payment or cancellation or the Trustee shall have received the items required by Section 2.8 hereof with respect to any mutilated, lost, stolen or destroyed Series 2014 Bond. Section 5.5. Partial Redemption of Bonds. If fewer than all of the Series 2014 Bonds at the time outstanding are to be called for redemption, the maturities of Series 2014 Bonds or portions thereof to be redeemed shall be selected by the Trustee at the written direction of the Company. If fewer than all of the Series 2014 Bonds within a maturity are to be redeemed, the 25 Trustee shall select in such equitable manner as the Trustee may determine, the Series 2014 Bonds or portions of Series 2014 Bonds within such maturity that shall be redeemed. The Trustee shall call for redemption in accordance with the foregoing provisions as many Series 2014 Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Series 2014 Bonds or portions thereof shall be redeemed only in the minimum principal amount of$100,000 and any$1 integral multiples thereafter. If less than the entire principal amount of any registered Series 2014 Bond then outstanding is called for redemption, then upon notice of redemption given as provided in Section 5.2 hereof, the owner of such registered Series 2014 Bond shall forthwith surrender such Series 2014 Bond to the Paying Agent in exchange for (a) payment of the redemption price of, plus accrued interest on the principal amount called for redemption and (b) a new Series 2014 Bond or Series 2014 Bonds of like series in an aggregate principal amount equal to the unredeemed balance of the principal amount of such registered Series 2014 Bond, which shall be issued without charge therefor. (End of Article V) 26 ARTICLE VI. GENERAL COVENANTS Section 6.1. Payment of Principal and Interest. The Issuer covenants that it will promptly pay the principal of, premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof. The principal, interest and premium, if any, on the Bonds are payable solely and only from the Trust Estate including the TIF Revenues which are hereby specifically pledged and assigned to the payment thereof in the manner and to the extent herein specified, and nothing in the Bonds or in this Indenture should be considered as pledging any other funds or assets of the Issuer. The Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer. The Bonds, as to both principal and interest, are not an obligation or liability of the State of Indiana, or of any political subdivision or taxing authority thereof, but are a special limited obligation of the Issuer and are payable solely and only from the Trust Estate including the TIF Revenues pledged and assigned for their payment in accordance with the Indenture. Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of, premium, if any, or the interest on the Bonds. The Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of, premium, if any, or interest on the Bonds. The Issuer has no taxing power with respect to the Bonds. No covenant or agreement contained in the Bonds or this Indenture shall be deemed to be a covenant or agreement of the Redevelopment Commission, the Commission, or of any member, director, officer, agent, attorney or employee of the Redevelopment Commission, Commission or the Issuer in his or her individual capacity, and neither the Redevelopment Commission, the Commission nor any p � Y member, director, officer, agent, attorney or employee of the Redevelopment Commission, Commission or the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Section 6.2. Performance of Covenants. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings of its members pertaining thereto. The Issuer represents that it is duly authorized under the constitution and laws of the State of Indiana to issue the Bonds authorized hereby and to execute this Indenture, and to pledge the TIF Revenues in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken, and that the Bonds in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the Issuer according to the import thereof, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws, judicial decisions and principles of equity relating to or affecting creditors' rights generally and subject to the valid exercise of the constitutional powers of the Issuer,the State of Indiana and the United States of America. 27 Section 6.3. Ownership; Instruments of Further Assurance. The Issuer covenants that it will defend its interest in the Financing Agreement to the Trustee, for the benefit of the holders and owners of the Bonds against the claims and demands of all persons whomsoever. The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, mortgaging, conveying, pledging, assigning and confirming unto the Trustee, the Financing Agreement. Section 6.4. Filing of Indenture, Financing Agreement and Security Instruments. The Issuer, upon the written direction and at the sole expense of the Company, shall cause this Indenture, the Financing Agreement and all supplements thereto as well as such other security instruments, financing statements and all supplements thereto and other instruments (other than continuation statements, which, if applicable, will be filed by the Trustee) as may be required from time to time to be filed in such manner and in such places as may be required by law in order to fully preserve and protect the lien hereof and the security of the holders and owners of the Bonds and the rights of the Trustee hereunder. This Section 6.4 shall impose no duty to record or file the instruments noted above where filing or recordation is not required by law in order to perfect a security interest. Continuation of financing statements may be filed without consent of the debtor parties thereto. Section 6.5. Inspection of Books. The Issuer covenants and agrees that all books and documents in its possession relating to the Projects and the revenues derived from the Projects shall at all times be open to inspection by such accountants or other agents as the Trustee may from time to time designate. Section 6.6. List of Bondholders. The Trustee will keep on file at the corporate trust office of the Trustee a list of names and addresses of the holders of all Bonds. At reasonable times and under reasonable regulations established by the Trustee, said list may be inspected and copied by the Company or by holders and/or owners (or a designated representative thereof) of 25% or more in principal amount of Bonds then outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee. Section 6.7. Rights Under Financing Agreement. The Issuer agrees that the Trustee in its name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Financing Agreement for and on behalf of the Bondholders, whether or not the Issuer is in default hereunder. Section 6.8. Investment of Funds. Moneys in the Funds established hereunder may be invested in Qualified Investments to the extent and in the manner provided for in Section 3.9 of the Financing Agreement. The Trustee shall not be liable or responsible for any loss resulting from any such investment. The interest accruing thereon and any profit realized from such investments shall be credited, and any loss resulting from such investments shall be charged to the fund in which the money was deposited. Section 6.9. Non-presentment of Bonds. If any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for 28 redemption thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made p PY Y available to Paying Agent for the benefit of the holder or holders thereof, all liability of Issuer to the holder thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of Paying Agent to hold such funds for four (4) years without liability for interest thereon, for the benefit of the holder of such Bond, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, such Bond. (End of Article VI) 29 ARTICLE VII. DEFAULTS AND REMEDIES Section 7.1. Events of Default. Each of the following events is hereby declared an "event of default,"that is to say, if: (a) payment of any amount payable on the Bonds shall not be made when the same is due and payable, unless the Requisite Bondholders shall have consented thereto; or (b) any event of default as defined in Section 5.1 of the Financing Agreement shall occur and be continuing, unless the Requisite Bondholders shall have consented thereto; or (c) the Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture or any agreement supplemental hereof on the part of the Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Issuer and the Company by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of all of the Bonds then outstanding hereunder; or (d) the Issuer shall fail to apply collected TIF Revenues as required by Article IV of this Indenture. Section 7.2. Acceleration. Upon the happening of any event of default specified in clause (a), (b) or (c) of Section 7.1 and the continuance of the same for the period, if any, specified in that Section, and with the prior consent of Requisite Bondholders, the Trustee, by notice in writing delivered to the Issuer and the Company may declare the entire unpaid principal amount of the Bonds and Parity TIF Obligations then outstanding, and the interest accrued thereon, to be immediately due and payable. The Issuer's obligation to pay TIF Revenues shall not be subject to acceleration. Section 7.3. Remedies; Rights of Bondholders. (i) If an event of default occurs, with the consent of Requisite Bondholders, the Trustee may pursue any available remedy by suit at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Bonds then outstanding, to enforce any obligations of the Issuer hereunder, and of the Company under the Financing Agreement and the Notes. (ii) Upon the occurrence of an event of default, if directed to do so by the Requisite Bondholders and if indemnified as provided in Section 8.1 hereof, the Trustee shall be obliged to exercise such one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. 30 (iii) No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bondholders hereunder or now or hereafter existing at law or in equity or by statute. (iv) No delay or omission to exercise any right or power accruing upon any event of default shall impair any such right or power or shall be construed to be a waiver of any event of default or acquiescence therein, and every such right and power may be exercised from time to time as may be deemed expedient. (v) No waiver of any event of default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies consequent thereon. Section 7.4. Right of Bondholders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Requisite Bondholders shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture, and provided that the Trustee is obligated to pursue its remedies under the provisions of Section 7.2 hereof before any other remedies are sought. Section 7.5. Application of Moneys. Notwithstanding anything herein to the contrary, all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article and any other moneys held as part of the Trust Estate shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the outstanding fees, expenses, liabilities and advances incurred or made by the Trustee or the Issuer, and the creation of a reasonable reserve for anticipated fees, costs and expenses, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: First: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discriminations or privilege; and Second: To the payment to the persons entitled thereto of the unpaid principal of and premium, if any, of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of 31 this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due, and if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest,then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege. Third: To the payment of the balance, if any, to the Company or its successors or assigns, upon the written request of the Company or to whomsoever may be lawfully entitled to receive the same upon its written request, or as any court of competent jurisdiction may direct, except for any remaining TIF Revenues which shall be paid to the Redevelopment Commission. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over any other installment of interest, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subsection (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection(a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 7.6. Remedies Vested In Trustee. All rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any holders of the Bonds, and any recovery of judgment shall, subject to the provisions of Section 7.5 hereof, be for the equal benefit of the holders of the outstanding Bonds. However, the Trustee may only act with the consent and direction of the Requisite Bondholders. 32 Section 7.7. Rights and Remedies of Bondholders. No holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust thereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in subsection (g) of Section 8.1, or of which by said subsection it is deemed to have notice, nor unless also such default shall have become an Event of Default and the holders of all Bonds then outstanding shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in Section 8.1 hereof, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its, his, or their own name or names. Such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the holders of all Bonds then outstanding. Nothing in this Indenture contained shall, however, affect or impair the right of any Bondholder to enforce the covenants of the Issuer to pay the principal of and interest on each of the Bonds issued hereunder to the respective holders thereof at the time, place, from the source and in the manner in said Bonds expressed. Section 7.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Company and the Trustee shall be restored to their former positions and rights hereunder, respectively, with respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 7.9. Waivers of Events of Default. At the direction of the Requisite Bondholders, the Trustee may in its discretion waive any event of default hereunder and its consequences and rescind any declaration of maturity of principal of and interest on the Bonds, and shall do so upon the written request of the holders of(1) all the Bonds then outstanding in respect of which default in the payment of principal and/or premium, if any, and/or interest exists, or (2) all Bonds then outstanding in the case of any other default; provided, however, that there shall not be waived (a) any event of default in the payment of the principal of any outstanding Bonds at the date of maturity specified therein, or (b) any default in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal and premium, if any, when due, as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such 33 default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. (End of Article VII) 34 ARTICLE VIII. THE TRUSTEE AND PAYING AGENT Section 8.1., Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon the terms and conditions set forth herein, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations should be read into this Indenture against the Trustee. If any Event of Default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs in exercising any rights or remedies or performing any of its duties hereunder. The Trustee agrees to perform such trusts only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to the opinion and advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for the recording or re- recording, filing or re-filing of this Indenture or any financing statements (other than continuation statements, if applicable) in connection therewith, or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value, condition or title of the property herein conveyed or otherwise as to the maintenance of the security hereof or as to the validity or sufficiency of this Indenture or of the Y Y Y Bonds; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer or on the part of the Company under the Financing Agreement; but the Trustee may require of the Issuer or the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the.Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture. 35 (c) The Trustee shall not be accountable for the use of any Bonds, or the proceeds thereof, authenticated by it or the Paying Agent or delivered hereunder or for any money paid to or upon the order of the City under any provision of this Indenture or of the Financing Agreement. The Trustee, in its individual or any other capacity, may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee may rely and shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default.of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect. permissive right of the Trustee to do things The g g s enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct; provided, however, that the provisions of this subsection shall not affect the duties of the Trustee hereunder, including the provisions of Article VII hereof. (g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate. 36 (i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to fully inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds,the withdrawal of any cash, or the taking of any other action by the Trustee. (1) Before taking any action under this Indenture, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all costs and expenses to which it may be put (including without limitation attorney's fees and expenses) and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture. (m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder. (n) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bondsand shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds (o) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail or other similar unsecured electronic methods, provided, however, that the Issuer and the Company shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer and the Company elect to give the Trustee e-mail instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to 37 the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. Section 8.2. Fees, Charges and Expenses of Trustee and Paying Agent. The Trustee and Paying Agent shall be entitled to payment and/or reimbursement for reasonable fees for its services rendered hereunder (which compensation shall not be limited by an provision of law in regard to the compensation of a trustee of an express trust) and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee or Paying Agent in connection with such services. In the event that it should become necessary for the Trustee to perform extraordinary services, the Trustee shall be entitled to reasonable additional compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the gross negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefore. The Trustee shall have a first lien with right of payment prior to payment on account of interest or principal of, or premium, if any, on any Bond for the foregoing advances, fees, costs and expenses incurred. The Trustee shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying Agent for the Bonds. Section 8.3. Notice to Bondholders if Default Occurs. If an Event of Default occurs of which the Trustee is by(subsection (g) of Section 8.1 hereof required to take notice or if notice of an Event of Default be given as in said subsection (g) provided, then the Trustee shall give written notice thereof by registered or certified mail to the Company and the last known holders of all Bonds then outstanding shown by the list of Bondholders required by the terms of this Indenture to be kept at the office of the Trustee, unless such Event of Default has been cured or waived; provided, however, that the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notices is in the interests of the Bondholders. Section 8.4. Intervention by Trustee. In any judicial proceeding to which the Issuer is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of holders of the Bonds, the Trustee may intervene on behalf of Bondholders and, subject to the provisions of Section 8.1(1), shall do so if requested in writing by the owners of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 8.5. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Trustee hereunder and vested with all of the title to the whole property or trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 38 Section 8.6. Resignation by the Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty days' written notice to the Issuer and the Company and by first class mail to each registered owner of Bonds then outstanding and to each holder of Bonds as shown by the list of Bondholders required by this Indenture to be kept at the office of the Trustee, and such resignation shall take effect at the end of such thirty (30) days, or upon the earlier appointment of a successor Trustee by the Bondholders or by the Issuer. Such notice to the Issuer and the Company may be served personally or sent by registered or certified mail. Section 8.7. Removal of the Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer and signed by the Requisite Bondholders. Section 8.8. Appointment of Successor Trustee by the Bondholders; Temporary Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of Bonds then outstanding, by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys-in-fact, duly authorized; provided, nevertheless,that in case of such vacancy, the Issuer, by an instrument executed by one of its duly authorized officers, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondholders in the manner above provided; and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the Trustee so appointed by such Bondholders. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank, having a reported capital and surplus of not less than One Hundred Million Dollars ($100,000,000) if there be such an institution willing, qualified and able to accept the trust u p on reasonable or customary terms. Section 8.9. Concerning Any Successor Trustees. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the Company an instrument in writing accepting such a pp ointment hereunder, and thereu p on such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor and thereupon the duties and obligations of the predecessor shall cease and terminate; but such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, and upon approval by the Issuer of the records and accounts of the predecessor Trustee, a release of the predecessor Trustee by the Issuer, and the payment of the fees and expenses owed to the predecessor Trustee, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers, and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, 39 together with all other instruments provided for in this Article shall be filed by the successor Trustee in each office, if any, where the Indenture shall have been filed. Section 8.10. Trustee Protected in Relying Upon Resolutions, etc. Subject to the conditions contained herein, the resolutions, ordinances, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the release of property and the withdrawal of cash hereunder. Section 8.11. Appointment of Paying Agent and Registrar; Resignation or Removal of Paying Agent. The Trustee is hereby appointed "Paying Agent" under this Indenture. Any Paying Agent may at any time resign and be discharged of the duties and obligations created by this instrument and any supplemental indenture by giving at least 30 days' written notice to the Issuer, the Company and the Trustee. Any Paying Agent may be removed at any time by an instrument, filed with such Paying Agent and the Trustee and signed by the Issuer and the Company. Any successor Paying Agent shall be appointed by the Issuer at the direction of the Company and shall be a bank or trust company duly organized under the laws of any state of the United States or a national banking association, in each case having a capital stock and surplus aggregating at least $100,000,000, willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Indenture. In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys or securities held by it as Paying Agent to its successors, or if there if no successor, to the Trustee. (End of Article VIII) 40 ARTICLE IX. SUPPLEMENTAL INDENTURES Section 9.1. Supplemental Indentures Not Requiring Consent of Bondholders. With the prior consent of the Company, the Issuer and the Trustee may without the consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this Indenture, as shall not be inconsistent with the terms and provisions hereof, for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders or the Trustee or any of them; (c) To subject to this Indenture additional security, revenues, properties or collateral; or (d) To make any other change in this Indenture which, in the judgment of the Trustee, who may rely on the advice and opinion of counsel, is not to the material prejudice of the Trustee,the Company, the Issuer or the holders of the Bonds; or (e) To modify, amend or supplement the Indenture in such manner as required to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar Federal statute hereafter in effect, and, if they so determine, to add to the Indenture such other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939, as amended, or similar federal statute. Section 9.2. Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that no such supplemental indenture may be entered into without the prior consent of the Company; and provided further that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or, except for the lien of Parity Obligations, on a parity with the lien of this Indenture without the consent of the holders of all the Bonds at the time outstanding, 41 or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or(f) a privilege or priority of any Bond over any other Bonds, or (g) a derivation of the Owners of any Series 2014 Bonds then Outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which affects any rights of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture. Section 9.3. Opinion. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it, as conclusive evidence that any such proposed supplemental indenture complies with the provisions of this Indenture, and that it is proper for the Trustee, under the provisions of this Article, to join in the execution of such supplemental indenture. (End of Article IX) 42 ARTICLE X. AMENDMENTS TO THE FINANCING AGREEMENT Section 10.1. Amendments, etc. to Financing Agreement Not Requiring Consent of Bondholders. The Issuer and the Trustee with the consent of the Company shall, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Financing Agreement as may be required (i) by the provisions of the Financing Agreement and this Indenture, or (ii) for the purpose of curing any ambiguity or formal defect or omission, or (iii) in connection with any other change therein which, in the judgment of the Trustee (who may rely upon the advice and opinion of counsel), is not to the prejudice of the Trustee, the Issuer or the holders of the Bonds. Section 10.2. Amendments; etc. to Financing Agreement Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section 10.1 hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Financing Agreement without the written approval or consent of the Requisite Bondholders given and procured as in Section 9.2 provided. Section 10.3. No Amendment May Alter Notes. Under no circumstances shall any amendment to the Financing Agreement:alter the Notes or the payments of principal and interest thereon,without the consent of the holders of all the Bonds at the time outstanding. Section 10.4. Opinion. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it, as conclusive evidence that any such proposed amendment complies with the provisions of this Indenture and Financing Agreement, and that it is proper for the Trustee, under the provisions of this Article, to join in the execution of such amendment. (End of Article X) 43 ARTICLE XI. MISCELLANEOUS Section 11.1. Satisfaction and Discharge. All rights and obligations of the Issuer and the Company under the Financing Agreement, the Notes and this Indenture shall terminate, and such instruments shall cease to be of further effect, and the Trustee shall execute and deliver all appropriate instruments evidencing and acknowledging the satisfaction of this Indenture, and shall assign and deliver to the Company any moneys and investments in all Funds established hereunder when (a) all fees and expenses of the Trustee and the Paying Agent shall have been paid; (b) the Issuer and the Company shall have performed all of their covenants and promises in the Financing Agreement, the Notes and in this Indenture; and (c) all Bonds theretofore authenticated and delivered (i) have become due and payable, or (ii) are to be retired or called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee at the expense of the Company, or (iii)have been delivered to the Trustee canceled or for cancellation; and, in the case of(i) and(ii) above, there shall have been deposited with the Trustee either cash in an amount which shall be sufficient, or investments (but only to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof) the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee, shall be sufficient, to pay when due the principal or redemption price, if applicable, and interest due and to become due on the Bonds and prior to the redemption date or maturity date thereof, as the case may be. Section 11.2. Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.2 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Company shall have given the Trustee in form satisfactory 44 to the Trustee irrevocable instructions to notify, as soon as practicable, the owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or(b)the maturity of such Bonds. All moneys so deposited with the Trustee as provided in this Section 11.2 may also be invested and reinvested, at the written direction of the Company, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article 9 hereof to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Section 11.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 11.2 shall be made without the consent of the owner of each Bond affected thereby. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture. Section 11.3. Cancellation of Series 2014 Bonds. If the owner of any Series 2014 Bonds presents that Bond to the Trustee with an instrument satisfactory to the Trustee waiving all claims for payment of that Bond, the Trustee shall cancel that Series 2014 Bond and the Bondholder shall have no further claim against the Trust Estate, the Issuer or the Company with respect to that Series 2014 Bond. Section 11.4. Application of Trust Money. All money or investments deposited with or held by the Trustee'pursuant to Section 11.1 shall be held in trust for the holders of the Bonds, and applied by it, in accordance with the provisions of the Bonds and this Indenture, to the payment, either directly or through the Paying Agent, to the persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money or obligations need not be segregated from other funds except to the extent required by law. 45 Section 11.5. Consents, etc., of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be executed by such Bondholders in person or by agent appointed in writing. Provided, however, that wherever this Indenture or the Financing Agreement requires that any such consent or other action be taken by the holders of a specified percentage, fraction or majority of the Bonds outstanding, any such Bonds held by or for the account of the following persons shall not be deemed to be outstanding hereunder for the purpose of determining whether such requirement has been met: the Issuer, any of its members, the Company, or the directors, trustees, officers or members of the Company. For all other purposes, Bonds held by or for the account of such person shall be deemed to be outstanding hereunder. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such request or other instrument, namely: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (b) The fact of the holding by any person of Bonds transferable by delivery and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by a certificate executed by any trust Company, bank or bankers, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust Company or bank P Y p Y or to such banker, as the property of such party, the Bonds therein mentioned if such certificate shall be deemed by the Trustee to be satisfactory. The Trustee may, in its discretion, require evidence that such Bonds have been deposited with a bank, bankers or trust Company, before taking any action based on such ownership. In lieu of the foregoing, the Trustee may accept other proofs of the foregoing as it shall deem appropriate. For all purposes of this Indenture and of the proceedings for the enforcement hereof, such person shall be deemed to continue to be the holder of such Bond until the Trustee shall have received notice in writing to the contrary. Section 11.6. Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture, or the Bonds is intended or shall be construed to give to any person other than the parties hereto, and the Company, and the holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained, this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and the Company and the holders of the Bonds as herein provided. Section 11.7. Severability. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any 46 other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences,clauses or Sections in this Indenture contained, shall not affect the remaining portions of this Indenture, or any part thereof. Section 11.8. Notices. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below; however, notices to the Trustee shall be deemed given upon receipt by the Trustee. The Issuer, the Company, and the Trustee may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Indenture. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as provided in Section of the Financing Agreement. Section 11.9. Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 11.10. Applicable. Law. This Indenture shall be governed exclusively by the applicable laws of the State of Indiana. Section 11.11. Immunity of Officers and Directors. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained against any past, present or future members, officer, directors, agents, attorneys or employees of the Issuer, or any incorporator, member, officer, director, agents, attorneys, employees or trustee of any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, members, officers, directors, agents, attorneys, employees or trustees as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and issuance of such Bonds. Section 11.12. Holidays. If any date for the payment of principal or interest on the Bonds is not a business day then such payment shall be due on the first business day thereafter. (End of Article XI) 47 IN WITNESS WHEREOF, the City of Carmel, Indiana, has caused these presents to be signed in its name and behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its Clerk-Treasurer, and to evidence its acceptance of the trusts hereby created, [Trustee], in Indianapolis, Indiana has caused these presents to be signed in its name and behalf by, its official seal to be hereunto affixed, and the same to be attested by, its duly authorized officers, all as of the day and year first above written. CITY OF CARMEL, INDIANA By: Mayor (SEAL) Attest: Clerk-Treasurer S-1 [Trustee], as Trustee By: (Written Signature) (Printed Signature) S-2 EXHIBIT A DESCRIPTION OF THE PROJECTS The design and construction of public streets, including the extension of Grand Boulevard and the potential contribution to Main Street improvements as well as on-site Urban Collector Streets as required by the Carmel Clay Comprehensive Plan, and the design and construction of a parking structure, all to support a proposed mixed use development generally to be located in the southeast quadrant of the intersection of Main Street and Grand Boulevard, in the City of Carmel, Indiana. INDS01 BDD 1465321v1 B-1 FINANCING AGREEMENT BETWEEN EDWARD ROSE DEVELOPMENT COMPANY,L.L.C. AND CITY OF CARMEL,INDIANA Dated as of 1,2014 Certain of the rights of the Issuer hereunder have been assigned to [Trustee], as trustee under a Trust Indenture dated as of the date hereof, from the Issuer. TABLE OF CONTENTS ARTICLE I DEFINITIONS AND EXHIBITS 2 Section 1.1. Terms Defined 2 Section 1.2. Rules of Interpretation 3 ARTICLE II REPRESENTATIONS; USE OF BOND PROCEEDS 4 Section 2.1. Representations by Issuer 4 Section 2.2. Representations by Company 4 ARTICLE III PARTICULAR COVENANTS OF THE ISSUER AND COMPANY 6 Section 3.1. Consent to Assignments to Trustee 6 Section 3.2. Payment of Principal and Interest 6 Section 3.3. Maintenance of Existence 6 Section 3.4. Company Duties Under Indenture 6 Section 3.5. Indemnity 6 Section 3.6. Payment of Expenses of Issuance of Bonds 7 Section 3.7. Completion and Use of Projects 7 Section 3.8. Other Amounts Payable by the Company 8 ARTICLE IV [RESERVED] 9 ARTICLE V [RESERVED] 10 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES THEREFOR 11 Section 6.1. Events of Default 11 Section 6.2. Remedies Cumulative 11 Section 6.3. Delay or Omission Not a Waiver 11 ARTICLE VII IMMUNITY 13 Section 7.1. Extent of Covenants of the Issuer;No Personal Liability 13 Section 7.2. Liability of Issuer 13 ARTICLE VIII SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT 14 Section 8.1. Supplements and Amendments to this Financing Agreement 14 ARTICLE IX MISCELLANEOUS PROVISIONS 15 Section 9.1. Financing Agreement for Benefit of Parties Hereto 15 Section 9.2. Severability 15 Section 9.3. Addresses for Notice and Demands 15 Section 9.4. Successors and Assigns 15 Section 9.5. Counterparts 16 Section 9.6. Governing Law 16 ii FINANCING AGREEMENT This FINANCING AGREEMENT, dated as of 1, 2014 (the "Financing Agreement") between EDWARD ROSE DEVELOPMENT COMPANY, L.L.C., a Michigan limited liability company (the "Company"), and the CITY OF CARMEL, INDIANA (the "Issuer" or "City"), a municipal corporation duly organized and validly existing under the laws of the State of Indiana. PRELIMINARY STATEMENT WHEREAS, the Carmel Redevelopment Commission (the "Redevelopment Commission") has established the Old Meridian Economic Development Area and, within such area, the Grand & Main Allocation Area (the "Allocation Area") located in the City of Carmel; and WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the "Act"), authorizes and empowers the Issuer to issue revenue bonds and enter into agreements with companies to allow companies to construct economic development facilities and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; and WHEREAS, the Issuer, upon finding that the Projects (as hereinafter defined) and the proposed financing of the construction thereof will create additional employment opportunities in the City of Carmel; will benefit the health, safety, morals, and general welfare of the citizens of the City of Carmel and the State of Indiana; and will comply with the purposes and provisions of the Act, adopted an ordinance approving the proposed financing; and WHEREAS, the Issuer intends to issue its (a) Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project) in the aggregate principal amount of$ (the "Bonds"), pursuant to the Trust Indenture dated as of 1, 2014 (the "Indenture") between the Issuer and [Trustee], as trustee, and intends to provide the proceeds of the Bonds pursuant to the provisions of this Financing Agreement to the Company to finance the Projects; and WHEREAS, this Financing Agreement provides for the use of the financing by the Company through the issuance by the Issuer of its Bonds; and WHEREAS, pursuant to the Indenture, the Issuer will assign certain of its rights under this Financing Agreement as security for the Bonds. The Bonds issued under the Indenture will be payable from TIF Revenues (as defined in the Indenture) of the Issuer's Redevelopment Commission derived from the Allocation Area. In consideration of the premises, the transfer of certain infrastructure to the Issuer, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Issuer hereby further covenant and agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Terms Defined. Capitalized terms used in this Financing Agreement that are not otherwise defined herein, shall have the meanings provided for such terms in the Indenture. As used in this Financing Agreement, the following terms shall have the following meanings unless the context clearly otherwise requires: "Act"means, collectively, Indiana Code 36-7-11.9 and 36-7-12. "Allocation Area" means the Grand & Main Allocation Area established as an allocation area by the Redevelopment Commission, all in accordance with IC 36-7-14-39 for the purposes of capturing incremental ad valorem real property taxes levied and collected in such allocation area. "Bond Fund"means the Bond Fund established by Section 4.2 of the Indenture. "Bondholder" or"owner of a Bond" or any similar term means the owner of a Bond. "Bonds" means the Issuer's Economic Development Revenue Bonds, Series 2014 (Edward Rose Development Company, L.L.C. Project). "Company" means Edward Rose Development Company, L.L.C., or any successors thereto permitted under Section 9.4 hereof. "Construction Fund" means the Construction Fund for the Bonds established in Section 4.4 of the Indenture. "Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the timely payment of the principal of and the interest on which are fully and unconditionally guaranteed by, the United States of America or any agency or instrumentally thereof when such obligations are backed by the full faith and credit of the United States of America. "Indenture" means the Trust Indenture dated as of 1, 2014 (the "Indenture") between the Issuer and [Trustee], as trustee,related to the Bonds. "Issuer" means the City of Carmel, Indiana, a municipal corporation duly organized and validly existing under the laws of the State. �, "Plans and Specifications"means the plans and specifications for the Projects as provided p p p Projects p to the Issuer. "Projects" means the design and construction of public streets, including the extension of Grand Boulevard and the potential contribution to Main Street improvements as well as on-site Urban Collector Streets as required by the Carmel Clay Comprehensive Plan, and the design and 2 construction of a parking structure, all to support a proposed mixed use development generally to be located in the southeast quadrant of the intersection of Main Street and Grand Boulevard, in the City of Carmel, Indiana.. "Redevelopment Commission"means the City of Carmel Redevelopment Commission. "State"means the State of Indiana. "Tax Increment" means all real property tax proceeds attributable to the assessed valuation within the Allocation Area as of each March 1 in excess of the base assessed value as established as of March 1, 2014. The incremental assessed value is multiplied by the current property tax rate (per$100 assessed value). "TIF Revenues" means Tax Increment received by the Redevelopment Commission and pledged to the Issuer pursuant to Resolution adopted by the Redevelopment Commission on August 20, 2014, equal, for any given year, to seventy-five percent (75%) of the Tax Increment generated from Allocation Area. "Trustee"means the trustee at the time serving as such under the Indenture. Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement, except as otherwise expressly provided, or unless the context otherwise requires: (a) "This Financing Agreement" means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof. (b) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof and "hereunder" and other words of similar import refer to this Financing Agreement as a whole and not to any particular Article, Section or other subdivision. (c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as consistently applied. (e) Any terms not defined herein but defined in the Indenture shall have the same meaning herein. (f) The terms defined elsewhere in this Financing Agreement shall have the meanings therein prescribed for them. (End of Article I) 3 ARTICLE II REPRESENTATIONS; USE OF BOND PROCEEDS Section 2.1. Representations by Issuer. Issuer represents and warrants that: (a) Issuer is a municipal corporation organized and existing under the laws of the State. Under the provisions of the Act, Issuer is authorized to enter into the transactions contemplated by this Financing Agreement and to carry out its obligations hereunder. Issuer has been duly authorized to execute and deliver this Financing Agreement. Issuer agrees that it will do or cause to be done all things within its control and necessary to preserve and keep in full force and effect its existence. (b) The Issuer shall issue its Bonds in the amount of $ to provide funds to the Company for the costs associated with the Projects, subject to the consideration of the execution and delivery of this Financing Agreement, all for the benefit of the holders of the Bonds, to retain employment opportunities in the City of Carmel, Indiana and to benefit the health and general welfare of the citizens of the City of Carmel and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this Financing Agreement to the Trustee. Section 2.2. Representations by Company. Company represents and warrants that: (a) It is a Michigan limited liability company validly existing under the laws of the State of Michigan and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Financing Agreement, has full power to enter into and by proper action has duly authorized the execution and delivery of this Financing Agreement. (b) The provision of financial assistance to be made available to it under this Financing Agreement from the proceeds of the Bonds and the commitments therefor made by the Issuer have induced the Company to undertake the Projects and such project will preserve jobs and employment opportunities within the boundaries of the City of Carmel, Indiana. (c) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby,nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, conflicts with or results in a breach of the terms, conditions or provisions of the Company's Operating Agreement or any restriction or any agreement or instrument to which the Company is now a party or by which it is bound or to which any of its property or assets is subject or (except in such manner as will not materially impair the ability of the.Company to perform its obligations hereunder) of any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or its property, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement, except as set forth in this Financing Agreement and the Indenture. 4 (d) There are no actions, suits or proceedings pending, or, to the knowledge of the Company, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Company or might impair the ability of the Company to perform its obligations under this Financing Agreement. (e) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Financing Agreement. (End of Article II) 5 ARTICLE III PARTICULAR COVENANTS OF THE ISSUER AND COMPANY Section 3.1. Consent to Assignments to Trustee. The Company acknowledges and consents to the pledge and assignment of the Issuer'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 Issuer hereunder other than the rights of the Issuer to execute and deliver supplements and amendments to this Financing Agreement pursuant to Section 8.1 hereof and in addition to the rights retained by the Issuer pursuant to Section 6.1(c) hereof as well as those rights granted to the Issuer under Section 3.5 hereof and Section 6.7 of the Indenture. Section 3.2. Payment of Principal and Interest. (a) In accordance with the Indenture, the Bonds are payable from the TIF Revenues derived from the Allocation Area. (b) The Issuer covenants to collect and apply the Tax Increment and the TIF Revenues in the manner required by Article IV of the Indenture. Section 3.3. Maintenance of Existence. The Company agrees that it will maintain its existence as a limited liability company, 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; provided, that the Company may, without violating the agreement contained in this Section, consolidate or merge with another entity, permit one or more other entities to consolidate or merge into it, or transfer to another entity organized under the laws of one of the states of the United States all or substantially all of its assets as an entirety and thereafter dissolve provided (a) the surviving, resulting or transferee entity, as the case may be, is organized under the laws of one of the states of the United States, and (b) such entity assumes in writing all of the obligations of the Company herein, including the obligations of the Company under this Financing Agreement. Section 3.4. Company Duties Under Indenture. The Company agrees to perform all matters provided by the Indenture to be performed by the Company and to comply with all provisions of the Indenture applicable to the Company. Section 3.5. Indemnity The Company will pay, and protect, indemnify and save the Issuer (including members, directors, officials, officers, agents, attorneys and employees thereof), the Bondholders and the Trustee harmless from and against, all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses of the Issuer and the Trustee), causes of actions, suits, claims, demands and judgments of any nature arising from or relating to: (a) Violation by the Company of any agreement or condition of this Financing Agreement; (b) Violation of any contract, agreement or restriction by the Company relating to the Projects, or a part thereof; 6 (c) Violation of any law, ordinance or regulation by the Company arising out of the ownership, occupancy or use of the Projects, or a part thereof; (d) Any act, failure to act, or misrepresentation by the Company, or any of the Company's agents, contractors, servants, employees or licensees; and (e) The provision of any information or certification furnished by the Company to the Bondholders in connection with the issuance and sale of the Bonds or the Projects. The Company hereby further agrees to indemnify and hold harmless the Trustee from and against any and all costs, claims, liabilities, losses or damages whatsoever (including reasonable costs and fees of counsel, auditors or other experts), asserted or arising out of or in connection with the acceptance or administration of the trusts established pursuant to the Indenture, except costs, claims, liabilities, losses or damages resulting from the gross negligence or willful misconduct of the Trustee, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and of enforcing this indemnification provision. The indemnifications set forth herein shall survive the termination of the Indenture and/or the resignation or removal of the Trustee for so long as the Bonds are outstanding. The foregoing shall not be construed to prohibit the Company from pursuing its remedies against either the Issuer or the Trustee for damages to the Company resulting from personal injury or property damage caused by the intentional misrepresentation or misconduct of either the Issuer or the Trustee. Section 3.6. Payment of Expenses of Issuance of Bonds. The Issuer shall pay or reimburse from the proceeds of the Bonds the costs of issuance of the Bonds. Section 3.7. Completion and Use of Projects. (a) Company agrees that it will, within months of the closing of the Bonds, make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms or corporations and in general do all things reasonably within its power which may be requisite or proper, all for the acquisition, construction, expansion, equipping and improvement of the Projects in compliance with the Plans and Specifications and, upon completion, the Company will operate and maintain the Projects in such manner as reasonably within Company's power so as to conform with all applicable zoning, planning, building, environmental and other applicable governmental regulations and so as to be consistent with the Act. (b) The Issuer shall deposit all proceeds from the sale of the Bonds in the manner specified in Article III of the Indenture, and the Issuer shall maintain such proceeds in the manner specified in Article IV of the Indenture. Under the Indenture, the Trustee, on behalf of the Issuer, is authorized and directed to make payments from the Project Fund to pay for Projects, or to reimburse Company for any costs of the Project, and to pay or reimburse the Costs. of Issuance for the Bonds. The Company agrees to direct such requisitions to the Trustee as may 7 be necessary to effect payments out of the Project Fund, as the case may be, for costs of the Projects in accordance with Section 4.4 of the Indenture and this Section 3.7. (c) The Company shall provide a Projects completion certificate with respect to the Projects in the manner provided in Section 4.4(d) of the Indenture and any moneys remaining in the Project Fund after completion of the Projects shall be transferred and applied in the manner therein provided. Section 3.8. Other Amounts Payable by the Company. The Company covenants and agrees to pay the following: (a) All reasonable fees, charges and expenses, including agent and counsel fees and expenses, of the Trustee incurred under the Indenture, as and when the same become due to the extent TIF Revenues of the Redevelopment Commission are not available. (b) An amount sufficient to reimburse the Issuer for all expenses reasonably incurred by the Issuer under this Financing Agreement and in connection with the performance of its obligations under this Financing Agreement or the Indenture, to the extent that such expenses are not included in the Bonds. (c) All reasonable expenses incurred in connection with the enforcement of any rights under this Financing Agreement or the Indenture by the Issuer, the Trustee or the Bondholders. (d) All other payments of whatever nature which the Company has agreed to pay or assume under the provisions of the Financing Agreement. Notwithstanding anything in this Section 3.8 to the contrary, the Company may, without creating an event of default as herein defined, after making the payments required by this Section 3.8, contest in good faith the necessity for any such services, fees, charges or expenses of the Issuer or the Trustee. (End of Article III) 8 ARTICLE IV [RESERVED] (End of Article IV) 9 ARTICLE V [RESERVED] (End of Article V) 10 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES THEREFOR Section 6.1. Events of Default. (a) It shall be an Event of Default upon the failure of the Company to perform any covenant, condition or provision hereof and to remedy such default within 30 days after notice thereof from the Trustee to the Company, unless the Requisite Bondholders shall have consented thereto; provided that the Requisite Bondholders shall not be able to waive an Event of Default if such Event of Default relates to the failure of payment of Trustee fees. (b) During the occurrence and continuance of any event of default hereunder, the Trustee, as assignee of the Issuer pursuant to the Indenture, and in addition to the rights retained by the Issuer as provided in Section 6.1(c) hereof, on behalf of any unpaid Bondholders shall have the rights and remedies hereinafter set forth, in addition to any other remedies herein or by law provided. It is agreed that the holders of all of the Bonds outstanding at any time may direct the Trustee, and upon being satisfactorily indemnified, the Trustee shall abide by such direction, with regard to the remedy or remedies to be pursued hereunder or under the Indenture. The Trustee, personally or by attorney, may in its discretion, proceed to protect and enforce its rights by a suit or suits in equity or at law, whether for damages or for the specific performance of any covenant or agreement contained in this Financing Agreement or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee shall deem most effectual to protect and enforce any of its rights or duties hereunder. If after any event of default occurs and prior to the Trustee exercising any of the remedies provided in this Financing Agreement, the Company will have completely cured such default, and shall have provided the Trustee with evidence thereof to the reasonable satisfaction of the Trustee, then in every case such default will be waived, rescinded and annulled by the Trustee by written notice given to the Company. No such waiver, annulment or rescission will affect any subsequent default or impair any right or remedy consequent thereon. (c) Notwithstanding anything herein to the contrary, during the occurrence and continuance of an event of default by the Company arising from a breach of representations as set forth in Section 2.2 hereof, or a breach of the covenants of the Company set forth in Section 3.7 or 3.8 hereof, the Issuer may in its discretion, proceed to protect and enforce its rights under this Agreement by a suit or suits in equity or at law, whether for damages or for the specific performance, including the recovery of reasonable attorney's fees. Section 6.2. Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or Issuer is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 6.3. Delay or Omission Not a Waiver. No delay or omission of the Trustee or Issuer to exercise any right or power accruing upon any event of default shall impair any such right or power, or shall be construed to be a waiver of any such event of default or an 11 acquiescence therein; and every power and remedy given by this Financing Agreement to the Trustee and Issuer may be exercised from time to time and as often as may be deemed expedient by the Trustee or Issuer, as the case may be. (End of Article VI) 12 ARTICLE VII IMMUNITY Section 7.1. Extent of Covenants of the Issuer; No Personal Liability. No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Bonds, the Indenture or this Financing Agreement against any past, present or future member, director, officer, agent, attorney or employee of the Issuer, or any incorporator, member, director, officer, employee, agent, attorney or trustee of any successor thereto, as such, either directly or through the Issuer or any successor thereto, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, member, director, officer, employee, agent, attorney or trustee as such is hereby expressly waived and released as a condition of and consideration for the execution of the Indenture and this Financing Agreement (and any other agreement entered into by the Issuer with respect thereto) and the issuance of the Bonds. Section 7.2. Liability of Issuer. Any and all obligations of the Issuer under this Financing Agreement are special, limited obligations of the Issuer, payable solely out of the TIF Revenues and as otherwise provided under the Indenture. The obligations of the Issuer hereunder shall not be deemed to constitute an indebtedness or an obligation of the Issuer, the State or any political subdivision or taxing authority thereof within the purview of any constitution limitation or provision, or a pledge of the faith and credit or a charge against the credit or general taxing powers, if any, of the Issuer,the State or any political subdivision or taxing authority thereof. (End of Article VII) 13 ARTICLE VIII SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT Section 8.1. Supplements and Amendments to this Financing Agreement. Subject to the provisions of Article X of the Indenture, the Company and the Issuer may from time to time enter into such supplements and amendments to this Financing Agreement as to them may seem necessary or desirable to effectuate the purposes or intent hereof. (End of Article VIII) 14 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1. Financing Agreement for Benefit of Parties Hereto. Nothing in this Financing Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any person other than the parties hereto, their successors and assigns, any right, remedy or claim under or by reason of this Financing Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements in this Financing Agreement contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and the Trustee. Section 9.2. Severability. In case any one or more of the provisions contained in this Financing Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. Section 9.3. Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given when received or your first refusal thereof and mailed by registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier with proper address as indicated below. The Issuer, the Company and the Trustee may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows: To the Issuer: City of Carmel, Indiana Attention: Mayor One Civic Square Cannel, Indiana 46032 To the Company: Edward Rose Development Company, L.L.C. Attention: Section 9.4. Successors and Assigns. Whenever in this Financing Agreement any of the parties hereto is named or referred to,the successors and assigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Financing Agreement contained by or on behalf of the Company, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. Provided, however, the Company may not assign its rights or obligations under this Financing Agreement to any party other than an affiliate of the Company without the consent of the Bondholders or the Issuer. 15 Section 9.5. Counterparts. This Financing Agreement is being executed in any number of counterparts, each of which is an original and all of which are identical. Each counterpart of this Financing Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but one instrument. Section 9.6. Governing Law. It is the intention of the parties hereto that this Financing Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with, the laws of Indiana. (End of Article IX) 16 IN WITNESS WHEREOF, the Issuer and the Company have caused this Financing Agreement to be executed in their respective names, and the Issuer and the Company have caused their corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. EDWARD ROSE DEVELOPMENT COMPANY, L.L.C., a Michigan limited liability company By: "THE ISSUER" CITY OF CARMEL, INDIANA Mayor Attest: Clerk-Treasurer [SIGNATURE PAGE OF THE FINANCING AGREEMENT BETWEEN EDWARD ROSE DEVELOPMENT COMPANY, L.L.C. AND THE CITY OF CARMEL,INDIANA] INDS01 BDD 1465374v1 REPORT OF THE CITY OF CAR EL ECONOMIC DEVELOPMENT COMMISSION CONCERNING' THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENT FACILITIES FOR EDWARD ROSE DEVELOPMENT COMPANY,'L.L.C: The City of Cannel,Economic Developthent Commission,(the "Commission") proposes to recommend to the Common Council of the City of Cannel, Indiana (the "City"), that it Provide the proceeds of certain economic development revenue bbnds, to Edward Rose Development •Company, L.L.C. or an affiliate thereof (the "Applicant") for,the. financing of certain economic development facilities in the City. In connection therewith, the Commission hereby reports as follows: A. The proposed economic development -facilities consist of the projects listed in Exhibit A hereto which are located in the Old Meridian Economic Development Area (the "Projects") which will support the Applicant's proposed mixed use development in the.:City the"Facilities!). B. The COmmisSion estimates that no public Works; 'of services,, including public ways, schools, water, sewer, street lights and fire protection, will be made necessary: or 'desirable by the Projects or the Facilities, because any such works or services already exist or will be provided-by the Projects themselveS,or by Applicant or other parties. C. The Commission estimates that the total costs of financing the Projects will be approximately W./Sb 0)0 0-I) D. The ,Coniniission estimates that the FacilitieS and,the Projects will create approximately 111-117 jobs with an estimated annual payroll of approxiinately: $4,100,000. E. The Commission finds that the Facilities,and the Projects vvill,not have a material adverse competitive effect on similar facilities already constructed,or operating in the City of Carmel,'Indiana. Adopted this 12 th day of'August,2014. - • -C:k &03-,3 Secretary, City of Cannel Economic Development Commission Attest: iT ,—,--,Prestclent,City of caritiO -ECOtiOitilo-DeVeloprnent Commission EXHIBIT A DESC" TION OF THE PROJECTS The design and construction of public streets, including the extension of Grand Boulevard and the potential contribution to Main Street improvements as well as on-site Urban Collector Streets as required by the "Cannel Clay Comprehensive Plan, and the design and construction of a parking structure, all to support a proposed mixed use development generally to be located in the southeast quadrant of the intersection of Main Street and Grand Boulevard, in the City of Carmel,Indiana. INDS.01 BM)146 :63v2 l I ,l ®® �$ t..T.k A' 96: da H.J.Umbaugh&Associates Certified Public Accountants,LLP 8365 Keystone Crossing Suite 300 Indianapolis,IN 46240-2687 Phone:317-465-1500 Fax:317-465-1550 July 16,2014 www.umbaugh.com Members of the City of Carmel Redevelopment Commission 30 West Main Street, Suite 220 Carmel,Indiana 46032 Re: Proposed Economic Development Revenue Bonds, Series 2014(Grand&Main Project) Dear Members of the Redevelopment Commission: We have prepared the attached schedules in connection with the proposed issuance of Economic Development Bonds, Series 2014 (the "Bonds") to assist you in the discussion and consideration of the Grand & Main Project. The attached schedules (listed below) present unaudited and limited information. The use of these schedules should be restricted to this purpose as the information is subject to future revision. Edward Rose Properties has agreed to purchase the Bonds. The schedules in this report assume 75% of Tax Increment is pledged to the repayment of the Bonds and that the new Grand & Main Tax Increment Allocation Area would be established with a 25 year life. Page 3 Estimated Project Costs and Funding 4 Proposed Amortization of$11,255,000 Principal Amount of Economic Development Revenue Bonds, Series 2014 5 Comparison of Proposed Debt Service and Estimated Tax Increment 6 Estimated Annual Tax Increment Revenue Appendix A Tax Increment,Property Taxes and Recent Legislation and Risks of Tax Increment Forward-looking statements. This Report contains forward-looking statements. The schedules and underlying assumptions are based upon information currently available from the Hamilton County Auditor's and Assessor's offices and information provided to us by Edward Rose and City of Cannel officials, the Commission and their representatives, attorneys and advisors. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the developers and the Tax Increment (as herein defined)to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Refer also to "Tax Increment, Property Taxes and Recent Legislation"and"Risks of Tax Increment"contained in Appendix A. In the preparation of these schedules,certain assumptions were made as noted regarding certain future events. As is the case with such assumptions regarding future events and transactions, some or all may not occur as expected and the resulting differences could be material. We have not examined the underlying assumptions nor have we audited or reviewed the historical data. Consequently, we express no opinion thereon nor do we have a responsibility to prepare subsequent reports. Members of the City of Carmel Redevelopment Commission Re: Proposed Economic Development Revenue Bonds, Series 2014(Grand&Main Project) July 16,2014 Page 2 We would appreciate your questions or comments on this information and would provide additional information upon request. Very truly yours, UMBAUGH Loren M.Matthes CARMEL (INDIANA) REDEVELOPMENT COMMISSION Proposed Grand&Main Project ESTIMATED PROJECT COSTS AND FUNDING Assumes Bonds are issued March 1, 2017 at 6.50% interest Estimated Project Costs: Net available proceeds for Project $10,265,000 Capitalized interest through July 15, 2018 787,719 Debt service reserve fund 0 Bond issuance costs and contingencies 202,281 Total Estimated Project Costs $11,255,000 Estimated Project Funding: Proposed Economic Development Revenue Bonds, Series 2014 (2) $11,255,000 Total Estimated Project Funding $11,255,000 (1) Assumes the Bonds are purchased by the Developer. (Subject to the comments in the attached letter dated July 16, 2014 of Umbaugh.) 3 , 2 • CARMEL(INDIANA)REDEVELOPMENT COMMISSION Proposed Grand&Main Project PROPOSED AMORTIZATION OF$11,255,000 PRINCIPAL AMOUNT OF ECONOMIC DEVELOPMENT REVENUE BONDS,SERIES 2014 Assumes Bonds dated March 1,2017 Estimated Infrastructure Assumed Total Net Payment Draw/Repayment Principal Interest Estimated Debt Capitalized Debt Bond Year Date Amount Outstanding Principal Rate Interest Service Interest Service Debt Service (1) 03/01/17 $11,255,000(2) $11,255,000 07/15/17 11,255,000 $270,276 $270,276 ($270,276) $0 01/15/18 11,255,000 344,663 344,663 (344,663) 0 $0 07/15/18 11,255,000 344,663 344,663 (172,780) 171,883 01/15/19 11,255,000 $160,000 6.50% 344,663 504,663 504,663 676,545 07/15/19 11,095,000 120,000 6.50% 344,663 464,663 464,663 01/15/20 10,975,000 125,000 6.50% 344,663 469,663 469,663 934,325 07/15/20 10,850,000 120,000 6.50% 344,663 464,663 464,663 01/15/21 10,730,000 125,000 6.50% 344,663 469,663 469,663 934,325 07/15/21 10,605,000 120,000 6.50% 344,663 464,663 464,663 01/15/22 10,485,000 125,000 6.50% 340,763 465,763 465,763 930,425 07/15/22 10,360,000 . 130,000 6.50% 336,700 466,700 466,700 01/15/23 10,230,000 135,000 6.50% 332,475 467,475 467,475 934;175 07/15/23 10,095,000 140,000 6.50% 328,088 468,088 468,088 01/15/24 9,955,000 140,000 6.50% 323,538 463,538 463,538 931,625 [ 07/15/24 9,815,000 150,000 6.50% 318,988 468,988 468,988 01/15/25 9,665,000 150,000 6.50% 314,113 464,113 464,113 933,100 07/15/25 9,515,000 160,000 6.50% 309,238 469,238 469,238 01/15/26 9,355,000 160,000 6.50% 304,038 464,038 464,038 933,275 07/15/26 9,195,000 170,000 6.50% 298,838 468,838 468,838 01/15/27 9,025,000 170,000 6.50% 293,313 463,313 463,313 932,150- 07/15/27 8,855,000 180,000 6.50% 287,788 467,788 467,788 01/15/28 8,675,000 185,000 6.50% 281,938 466,938 466,938 934,725 07/15/28 8,490,000 190,000 6.50% 275,925 465,925 465,925 01/15/29 8,300,000 195,000 6.50% 269,750 464,750 464,750 930,675 07/15/29 8,105,000 205,000 6.50% 263,413 468,413 468,413 01/15/30 7,900,000 205,000 6.50% 256,750 461,750 461,750 930,163 07/15/30 7,695,000 220,000 6.50% 250,088 470,088 470,088 01/15/31 7,475,000 220,000 6.50% 242,938 462,938 462,938 933,025 07/15/31 7,255,000 235,000 6.50% 235,788 470,788 470,788 01/15/32 7,020,000 235,000 6.50% 228,150 463,150 463,150 933,938 07/15/32 6,785,000 250,000 6.50% 220;513 470,513 470,513 01/15/33 6,535,000 250,000 6.50% 212,388 462,388 462,388 932,900 07/15/33 6,285,000 265,000 6.50% 204,263 469,263 469,263 01/15/34 6,020,000 270,000 6.50% 195,650 465,650 465,650 934,913 07/15/34 5,750,000 285,000 6.50% 186,875 471,875 471,875 01/15/35 5,465,000 285,000 6.50% 177,613 462,613 462,613 934,488 07/15/35 5,180,000 300,000 6.50% 168,350 468,350 468,350 01/15/36 4,880,000 305,000 6.50% 158,600 463,600 463,600 931,950 07/15/36 4,575,000 320,000 6.50% 148,688 468,688 468,688 01/15/37 4,255,000 325,000 6.50% 138,288 463,288 463,288 931,975 07/15/37 3,930,000 345,000 6.50% 127,725 472,725 472,725 01/15/38 3,585,000 345,000 6.50% 116,513 461,513 461,513 934,238 07/15/38 3,240,000 365,000 6.50% 105,300 470,300 470,300 01/15/39 2,875,000 370,000 6.50% 93,438 463,438 463,438 933,738 07/15/39 2,505,000 390,000 6.50% 81,413 471,413 471,413 01/15/40 2,115,000 390,000 6.50% 68,738 458,738 458,738 930,150 07/15/40 1,725,000 415,000 6.50% 56,063 471,063 471,063 01/15/41 1,310,000 420,000 6.50% 42,575 462,575 462,575 933,638 07/15/41 890,000 445,000 6.50% 28,925 473,925 473,925 01/15/42 445,000 445,000 6.50% 14,463 459,463 459,463 933,388 Totals $11,255,000 $11,255,000 $11,666,564 $22,921,564 ($787,719) $22,133,845 $22,133,845 (1)The actual interest rate will be determined through negotiation with the Developer,in its role as Bond purchaser. The actual interest rate may vary materially from the rate assumed in this analysis. (2)Only draw to be made at closing. (Subject to the comments in the attached letter dated July 16,2014 of Umbaugh.) 4 i CARMEL(INDIANA)REDEVELOPMENT COMMISSION ro osed Grand Main P p d&M a n COMPARISON OF PROPOSED DEBT SERVICE AND ESTIMATED TAX INCREMENT Assumes Bonds are issued March 1, 2017 at 6.50% interest Estimated Year Estimated Proposed Tax Increment Estimated Payable Tax Increment Debt Service Remaining . Coverage (1) (2) 2017 $0 $0 $0 N/A 2018 677,620 (676,545) 1,075 100% 2019 935,640 (934,325) 1,315 100% 2020 935,640 (934,325) 1,315 100% 2021 935,640 (930,425) 5,215 101% 2022 935,640 (934,175) 1,465 100% 2023 935,640 (931,625) 4,015 100% 2024 935,640 (933,100) 2,540 100% 2025 935,640 (933,275) 2,365 100% 2026 935,640 (932,150) 3,490 100% 2027 935,640 (934,725) 915 100% 2028 935,640 (930,675) 4,965 101% 2029 935,640 (930,163) 5,478 101% 2030 935,640 (933,025) 2,615 100% 2031 935,640 . (933,938) 1,703 100% 2032 935,640 (932,900) 2,740 100% 2033 935,640 (934,913) 728 100% 2034 935,640 (934,488) 1,153 100% 2035 935,640 (931,950) 3,690 100% 2036 935,640 (931,975) 3,665 100% 2037 935,640 (934,238) 1,403 100% 2038 935,640 (933,738) 1,903 100% 2039 935,640 (930,150) 5,490 101% 2040 935,640 (933,638) 2,003 100% 2041 935,640 (933,388) 2,253 100% Totals $22,197,340 ($22,133,845) $63,495 (1) See page 6. (2) See page 4. (Subject to the comments in the attached letter dated July 16,2014 of Umbaugh.) 5 CARMEL(INDIANA)REDEVELOPMENT COMMISSION Proposed Grand&Main Project ESTIMATED ANNUAL TAX INCREMENT REVENUE March 1st Estimated Assessed Value(1) Completion Estimated AV/ Year Payable(2) Building Date Sq.Ft. Sq.Ft. 2018 2019 (3) (3) (1) Apartments(Phase 1) 2017 180,000 $70 $12,600,000 $12,600,000 Parking Garage 2017 175,000 60 10,500,000 10,500,000 Senior Living 2017 148,000 101 15,000,000 15,000,000 Apartments(Phase 2) 2017 154,000 70 10,780,000 10,780,000 Retail 2018 12,000 70 840,000 Hotel 2018 50,000 110 5,500,000 Apartments(Phase 3) 2018 147,000 70 10,290,000 Land and paving(4) 2,832,300 4,845,600 Net Assessed Value 51,712,300 70,355,600 Less Base Assessed Value(5) (2,750,530) (2,750,530) Incremental Assessed value 48,961,770 67,605,070 Net Tax Rate(6) $1.8453 $1.8453 Estimated Tax Increment $903,490 $1,247,520 75%of Estimated Tax Increment(7) $677,620 $935,640 (1) Estimated assessed value based on comparable buildings in Hamilton County.The assessed value for the proposed senior living development is on the high end of the comparables per the Developer's plans. (2) Assumes the development will be assessed by March 1 of the preceding year. (3) According to Edward Rose Properties. (4) Assumes land assessed value increases as each development occurs. (5) Assumes the net assessed value of the parcels that make up the development less the building assessed value with the assumption the buildings will be demolished prior to setting the base value of the TIF Area.Parcel number 17-09-26-04-01-028.000 (currently owned by OM Land Holdings LLC)has an outstanding appeal on its 2012 taxes payable 2013 net assessed value of$1,953,200.This a 2013 appeal could potentially reduce the pay 2014 net assessed value once settled.For the purposes of this report,we have assumed the pay PP P Y P Y P rP appeal is not settled before the establishment of the new TIF Area.If the appeal is settled before the establishment of the new TIF Area and the pay 2014 net assessed value is also adjusted,the base assessed value-may decrease by the amount of the settled appeal. (6)Represents the payable 2014 tax rate for the City of Cannel reduced by the Carmel Clay Schools referendum rate. The TIF tax rate is assumed to remain level in this analysis because the normal increases in tax rates due to budget increases may be offset by old debt being replaced with new referendum debt that is not included in the TIF tax rate. (7) Assumes 75%of Tax Increment is pledged towards the repayment of the Bonds. (Subject to the comments in the attached letter dated July 16,2014 of Umbaugh.) 6 APPENDIX A APPENDIX A TAX INCREMENT,PROPERTY TAXES,AND RECENT LEGISLATION Tax Increment consists of the tax proceeds attributable to all non-residential real property and (if designated) certain designated depreciable personal property assessed value within the areas, as of the assessment date, in excess of the base assessed value as defined in hid. Code § 36-7-14-39(a). The base assessed value means the net assessed value of all the property in the allocation area as finally determined for the assessment date immediately preceding the effective date of a declaratory resolution adopted pursuant to Ind. Code § 36-7-14-39 establishing the allocation area. The last statewide reassessment of real property was effective for March 1, 2012 for taxes payable in 2013. Statewide reassessments are scheduled to occur every four years thereafter. Beginning in 2006 tax year payable 2007, all real property assessments are revalued annually to reflect market value based on comparable sales data ("Trending"). The Department of Local Government Finance ("DLGF") is required to adjust the base net assessed value after a general reassessment of property and after each annual trending of property values for the purpose of neutralization the effects on Tax Increment. In making such an adjustment, the DLGF is required to exclude any appealed assessed values until such appeals are resolved. Delays in the reassessment or the trending process, the inability to neutralize the effect of reassessment, trending or appeals, could adversely affect the Tax Increment. No adjustment has been made for future general reassessments or for the annual trending of assessed values to the Tax Increment estimates contained in this Report. The incremental assessed values are determined by subtracting the base net assessed values from the current net assessed values as of the assessment dates. The incremental assessed values are then multiplied by the current property tax rate to determine the Tax Increment. After property taxes are paid to the County Treasurer on or before each May 10 and November 10, such taxes are paid over to the County Auditor who, based on previous year's certification, pays the portion of property tax receipts which represents Tax Increment into the Allocation.Fund on or before June 30 or December 31. In 2008, the Indiana General Assembly enacted Public Law 1-2008 (the"2008 Legislation") which made changes to local government funding and property taxes in Indiana. The 2008 Legislation also amended Ind. Code § 6-1.1-21.2 to allow several methods of replacing lost Tax Increment caused by the new legislative or administrative changes (to the extent it causes Tax Increment to be inadequate to pay debt service and contractual obligations), including a property tax levy imposed on the District (the "TIF Replacement Levy"). It is not currently anticipated that such a shortfall will occur, and,therefore, no TIF Replacement Levy was assumed in the Tax Increment estimates contained in this Report. A-.l TAX INCREMENT,PROPERTY TAXES, AND RECENT LEGISLATION(Cont'd1 Article 10, Section 1 of the Indiana Constitution and Indiana Code Title 6, Article 1.1, Chapter 20.6 provide taxpayers with a tax credit for all property taxes in an amount that exceeds the gross assessed value of real and personal property eligible for the credit ("Circuit Breaker Tax Credit"). For property assessed as a homestead (as defined in Indiana Code Title 6, Article 1.1, Chapter 12, Section 37), the Circuit Breaker Tax Credit is equal to the amount by which the property taxes attributable to the homestead exceed 1.0% of the gross assessed value of the homestead. Property taxes are limited to 2.0% of the gross assessed value of other residential property, agricultural property, and long-term care facilities, and 3.0% of the gross assessed value for other non-residential real property and personal property.Additional property tax limits are available to senior citizens. If applicable,the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied. A political subdivision may not increase its property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit. The Circuit Breaker Tax Credit is estimated not to reduce the Tax Increment revenues within the Area. A-2 • RISKS OF TAX INCREMENT General Risks of Tax Increment. There are certain risks associated with the Tax Increment estimates such as,but not limited to,the following: (i)destruction of property in the Area caused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on assessments by property owners in the Area; (iii) a decrease in the assessed value of properties in the Area due to increases in depreciation, obsolescence or other factors by the assessor; (iv) acquisition of property in the Area by a tax-exempt entity; (v) removal or demolition of real property improvements by property owners in the Area; (vi) delayed billing, collection, or distribution of Tax Increment by the county auditor; (vii) a decrease in property tax rates; (viii) an inability to neutralize the effect of reassessment or trending on Tax Increment,or appeals of reassessments; (ix)the General Assembly, the courts, the DLGF or other administrative agencies with jurisdiction in the matter to enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the calculation, collection, definition or distribution of Tax Increment including laws or regulations relating to reassessment, the Additional Credit or a revision in the property tax system; or (x) a change in any of the civil unit's funding mechanisms (i.e.,no longer funding it with property taxes) could adversely affect Tax Increment. Any such changes could cause the Tax Increment to fall below the estimates provided in this Report. Reduction of Tax Rates or Tax Collection. The Tax Increment estimates assume that the gross property tax rates will remain at approximately the same level in future years. Any substantial increase in State funding, federal aid or other sources of local revenues, which would reduce local required fiscal support for certain public programs or any substantial increase in assessments outside the Area could reduce the rates of taxation by the taxing bodies levying taxes upon property with the Area and have an adverse effect on the amount of Tax Increment received by the Commission. Economic conditions or administrative action could reduce the collection rate achieved within the Area. Circuit Breaker. The Circuit Breaker Tax Credit provides different levels of tax caps for various classes of property taxpayers. (See "Tax Increment, Property Taxes, and Recent Legislation" herein.) The Circuit Breaker Tax Credit is estimated not to reduce the Tax Increment revenues within the Area. There can be no assurance that the levies and tax rates of the taxing unit and overlapping taxing units will not increase in some future year causing the Circuit Breaker Tax Credit to increase above the amounts shown in the Report. However, if the Circuit Breaker Tax Credit were to be applied to properties that are not currently receiving the Circuit Breaker Tax Credit in future years, it is not anticipated that it could cause the Tax Increment to fall below the estimates shown in the Report because the Tax Increment estimate never assumes any growth in property tax rates above the 2014 tax rates. A-3 • RISKS OF TAX INCREMENT(Cont'd) Reassessment and Trending. The last general reassessment of property in the State was effective for property assessed March 1, 2012, for taxes payable in 2013. Reassessments are scheduled to occur every four years thereafter. Trending is scheduled to occur on an annual basis. The DLGF is required by law to make a one-time adjustment to neutralize the effect of reassessment and trending on property within tax increment allocation areas, including the Area, so that owners of obligations secured by tax increment revenues will not be adversely affected. Delays in the reassessment and trending process, the inability to neutralize the effect of reassessment, or appeals of assessments and reassessments could adversely affect the Tax Increment. Delayed Tax Distribution: In the event of delayed billing, collection or distribution by the County Auditor of Tax Increment, sufficient funds may not be available to the Commission in time to pay debt service when due. This risk is inherent in all property-tax supported obligations. See the paragraph"Reassessment and Trending"above. Assessment Risk. The actual assessments are determined by the Clay Township Assessor based on replacement cost using the assessment manual, the income approach provided by developers and/or trended based on comparable sales data. The actual assessed value, once fully assessed, may differ from the estimated amounts included in this analysis, and this difference may be significant. There is no assurance that assessed values will remain at the taxes payable 2014 level or grow. A-4