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HomeMy WebLinkAboutD-2039-11 $1,100,000 IN Spine Group Project EDA BondORDINANCE D- 2039 -11 Sponsors: Councilors Rider and Snyder AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, AUTHORIZING THE ISSUANCE OF THE CITY OF CARMEL, INDIANA TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2011 (INDIANA SPINE GROUP PROJECT), AND THE LENDING OF THE PROCEEDS THEREOF TO ISG REAL ESTATE INVESTMENTS, LLC, 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, ISG Real Estate Investments, LLC (the "Borrower desires to finance the design and construction of certain public 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 Meridian Main Allocation Area (the "Faci lities"); 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 Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) in an amount not to exceed One Million One Hundred Ten Thousand Dollars ($1,110,000) (the "Bonds under the Act and loan 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, the Commission held the Public Hearing on the Projects; and WHEREAS, the Commission has performed all actions required of it 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 Loan Agreement between the City and the Borrower (including a form of Note) (the "Loan 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 Loan 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 City of Carmel Economic Development 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 One Million One Hundred Ten Thousand Dollars ($1,110,000), 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 years after the date of issuance of 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 Loan Agreement, the Note from the Borrower to the City, 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. General. The Mayor and the Clerk- Treasurer of the City, and each 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, and the securing of the Bonds under the Financing Agreements, and any such execution, endorsement, performance or doing of other things heretofore effected be, and hereby is, ratified and approved. Section 9. 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 10. Repeal. All ordinances or parts of ordinances in conflict herewith are hereby repealed. Section 11. 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 12. Copies of Financing Agreements on File. Two copies of the Financing Agreements incorporated into this Bond Ordinance were duly filed in the 3 Pre office of the Clerk- Treasurer of the City, and are available for public inspection in accordance with 1.C. 36- 1 -5 -4. PASSED by the Common Council of the City of Carmel, this 6 -74(- day of 2011, by a vote of ayes and O nays. i� W. Eric Seidensticker, Preside -.ems jc /ice► t ir os C. Griffiths ng Of leer V. Accetturo COMMON COUNCIL FOR THE CITY OF CARME INDIANA Ronald E. Carter ATT T: Diana L. Cordray, IAMC(J -rk- Treasurer ro Tempore evin Rider ,4„, Richard L. Sharp i Snyder 4 Presented by me to the Mayor of the City of Carmel this day o �.M. Diana L. Cordray, IAMC, Clerk- L, surer Approved by me, Mayor of the City of Carmel, Indiana, this q day of 2011, ata f .M. ATTEST: Diana L. Cordray, IAMC, C Treasurer of the City of Carmel, Indiana Prepared by: Bruce D. Donaldson Barnes Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 5 mes Brainard, Mayor ,2011, atla:l� EXHIBIT A DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS Proposed Infrastructure Improvements Site work and utility work located on or serving and benefiting parcel 17- 09- 26- 00 -00- 005.003 within the Old Meridian Economic Development Area. The Old Meridian Economic Development Area is situated at the northeast corner of U.S. 31 and Main Street. INDS01 AWILLIAMS 1264994v2 6 RESOLUTION NO. EDC A RESOLUTION APPROVING AND AUTHORIZING CERTAIN ACTIONS AND PROCEEDINGS WITH RESPECT TO CERTAIN PROPOSED TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS WHEREAS, the City of Carmel, Indiana (the "City is authorized by LC. 36 -7 -11.9 and I.C. 36 -7 -12 (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, ISG Real Estate Investments, LLC (the "Borrower desires to finance the design and construction of the projects listed in Exhibit A 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 medical use development in or directly serving and benefiting the Meridian 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 Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project), in an amount not to exceed One Million One Hundred Ten Thousand Dollars ($1,110,000) (the "Bonds under the Act and loan the proceeds of such 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. SECTION 4. The Commission finds, determines, ratifies and confirms that the issuance and sale of the Bonds in an amount not to exceed One Million One Hundred Ten Thousand Dollars ($1,110,000), and the loan 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 One Million. One Hundred Ten Thousand Dollars ($1,110,000), is hereby approved. SECTION 6. The Commission hereby approves the terms of the following documents in the form presented at this meeting: (i) a Loan Agreement (including a form of Note) between the City and the Borrower; (ii) a Trust 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, perforniance, 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. 2 Adopted this 16 day of May, 2011. CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION Luci Snyder, President Drew Williams, Secretary EXHIBIT A DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS Proposed Infrastructure Improvements Site work and utility work located on or serving and benefiting parcel 17-09-26-00-00- 005.003 within the Old Meridian. Economic Development Area. The Old Meridian Economic Development Area is situated at the northeast comer of U.S. 31 and Main Street. INDSOI AWILLIAMS 1264996v2 4 The City of Carmel Economic Development Commission (the "Commission proposes to recommend to the Common Council of the City of Carmel, Indiana (the "City that it loan the proceeds of certain taxable economic development revenue bonds to ISG Real Estate Investments, LLC (the "Applicant for the financing of certain economic development facilities in the City. Attest: REPORT OF THE CITY OF CARMEL ECONOMIC DEVELOPMENT COMMISSION CONCERNING THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENT FACILITIES FOR ISG REAL ESTATE INVESTMENTS, LLC 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 medical use development in the City (the "Facilities B. The Commission estimates that no public works or services, including public ways, schools, water, sewer, street lights and fire protection, will be made necessary or desirable by the Projects, 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 $15,000,000 of which the City's portion will not exceed $1,110,000. D. The Commission estimates that the Projects will create approximately 55 jobs with an annual payroll of approximately $2,475,000. E. The Commission finds that the Facilities and the Projects will not have a material adverse competitive effect on similar facilities already constructed or operating in the City of Carmel, Indiana. Adopted this 16` day of May, 2011. President, City of Carmel Economic Development Commission Secretary, City of Carmel Economic Development Commission EXHIBIT A DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS Proposed Infrastructure Improvements Site work and utility work located on or serving and benefiting parcel 17- 09- 26- 00 -00- 005.003 within the Old Meridian Economic Development Area. The Old Meridian Economic Development Area is situated at the northeast corner of U.S. 31 and Main Street. INDS01 AWILLIAMS 1264995v2 TRUST INDENTURE BETWEEN CITY OF CARMEL, INDIANA [TRUSTEE] Indianapolis, Indiana As Trustee AND CITY OF CARMEL, INDIANA TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2011 (INDIANA SPINE GROUP PROJECT) Dated as of 2011 BARNES THORNBURG LLP DRAFT OF 04/13/11 ARTICLE II. THE Section 2.1. Section 2.2. Section 2.3. Section 2.4. Section 2.5. Section 2.6. Section 2.7. Section 2.8. Section 2.9. Section 2.10. ARTICLE VI. Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5. TABLE OF CONTENTS ARTICLE IV. REVENUE AND FUNDS Section 4.1. Source of Payment of Bonds Section 4.2. Bond Fund Section 4.3. Surplus Fund Section 4.4. Construction Fund Section 4.5. TIF Revenues Section 4.6. Trust Funds Section 4.7. Investment Page ARTICLE I. DEFINITIONS 10 Section 1.1. Terms Defined 10 Section 1.2. Rules of Interpretation 13 Section 1.3. Exhibits 13 BONDS 14 Authorized Amount of Series 2011 Bonds 14 Issuance of Series 2011 Bonds 14 Payment on Bonds 15 Execution; Limited Obligation 15 Authentication 16 Form of Bonds 16 Delivery of Series 2011 Bonds 16 Issuance of Additional Bonds 17 Mutilated, Lost, Stolen, or Destroyed Bonds 18 Registration and Exchange of Series 2011 Bonds; Persons Treated as Owners 18 ARTICLE III. APPLICATION OF SERIES 2011 BONDS PROCEEDS 20 Section 3.1. Deposit of Funds 20 21 21 21 22 22 23 24 24 ARTICLE V. REDEMPTION OF SERIES 2011 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 26 GENERAL COVENANTS 27 Payment of Principal and Interest 27 Performance of Covenants 27 Ownership; Instruments of Further Assurance 28 Filing of Indenture, Loan Agreement and Security Instruments 28 Inspection of Books 28 Section 6.6. Section 6.7. Section 6.8. Section 6.9. List of Bondholders 28 Rights Under Loan Agreement 28 Investment of Funds 28 Non presentment of Bonds 29 ARTICLE VII. DEFAULTS AND REMEDIES 30 Events of Default 30 Acceleration 30 Remedies; Rights of Bondholders 30 Right of Bondholders to Direct Proceedings 31 Application of Moneys 31 Remedies Vested In Trustee 32 Rights and Remedies of Bondholders 32 Termination of Proceedings 33 Waivers of Events of Default 33 Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7.5. Section 7.6. Section 7.7. Section 7.8. Section 7.9. 35 Acceptance of the Trusts 35 Fees, Charges and Expenses of Trustee and Paying Agent 37 Notice to Bondholders if Default Occurs 38 Intervention by Trustee 38 Successor Trustee 38 Resignation by the Trustee 38 Removal of the Trustee 38 Appointment of Successor Trustee by the Bondholders; Temporary Trustee 38 Concerning Any Successor Trustees 39 Trustee Protected in Relying Upon Resolutions, etc 39 Appointment of Paying Agent and Registrar; Resignation or Removal of 39 ARTICLE VIII. THE TRUSTEE AND PAYING AGENT Section 8.1. Section 8.2. Section 8.3. Section 8.4. Section 8.5. Section 8.6. Section 8.7. Section 8.8. Section 8.9. Section 8.10. Section 8.11. Paying Agent 40 Supplemental Indentures Not Requiring Consent of Bondholders 40 Supplemental Indentures Requiring Consent of Bondholders 40 ARTICLE IX. SUPPLEMENTAL INDENTURES Section 9.1. Section 9.2. ARTICLE X. AMENDMENTS TO THE LOAN AGREEMENT 42 Section 10.1. Amendments, etc 42 Section 10.2. Amendments, etc 42 Section 10.3. No Amendment May Alter Notes 42 ARTICLE XI. MISCELLANEOUS Section 11.1. Satisfaction and Discharge Section 11.2. Defeasance of Bonds Section 11.3. Cancellation of Series 2011 Bonds Section 11.4. Application of Trust Money Section 11.5. Consents, etc., of Bondholders Section 11.6. Limitation of Rights ii 43 43 43 44 44 45 45 Section 11.7. Severability 46 Section 11.8. Notices 46 Section 11.9. Counterparts 46 Section 11.10. Applicable Law 46 Section 11.11. Immunity of Officers and Directors 46 Section 11.12. Holidays 46 Section 11.13. Loan Payments by Borrower 46 iii TRUST INDENTURE THIS TRUST INDENTURE dated as of the 1st day of 2011, 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 national banking association 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 ISG Real Estate Investments, LLC (the `Borrower 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 Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) in the aggregate principal amount of "Series 2011 Bonds pursuant to this Trust Indenture and to loan the proceeds thereof to the Borrower pursuant to the Loan Agreement, dated as of 1, 2011 "Loan Agreement for the purpose of paying certain costs of the Projects, including capitalized interest on the Series 2011 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 2011 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 2011 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 2011 Bonds, which by the terms of the Loan Agreement serve to offset the loan repayments owed by the Borrower; and WHEREAS, the Loan Agreement provides for the repayment by the Borrower of the loan of the proceeds of the Series 2011 Bonds to the extent that TIF Revenues are not sufficient and further provides for the Borrower's repayment obligation to be evidenced by the Borrower's Note, Series 2011 "Series 2011 Note in substantially the form attached thereto as "Exhibit B" to the Loan Agreement; and WHEREAS, pursuant to this Indenture, the Issuer will endorse the Series 2011 Note without recourse and assign certain of its rights under the Loan Agreement as security for the Series 2011 Bonds which are payable solely and only out of the payments to be made by the Borrower with respect to the Series 2011 Note, after taking into account TIF Revenues, if any, and any other Notes issued under the Loan Agreement except to the extent paid out of Bond proceeds; and WHEREAS, the Series 2011 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 2011 Bond) R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL, INDIANA TAXABLE ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 2011. (INDIANA SPINE GROUP PROJECT) MATURITY INTEREST ORIGINAL AUTHENTICATION DATE RATE DATE DATE As set forth in Exhibit A REGISTERED OWNER: 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 the payments on the Series 2011 Note and TIF Revenues hereinafter referred to pledged and assigned for the payment hereof, the Principal Amount set forth on the Maturity Dates as set forth in Exhibit A, unless this Series 2011 Bond shall have previously been called for redemption 2 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 1, 20_, and on each February 1 and August 1 thereafter "Interest Payment Dates until the unpaid Principal Amount is paid in full. 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 15, 20_, 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 1, 20 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 2011 Bond are payable at the office of [TRUSTEE], as Trustee, in the City of 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 2011 Bond is one of the Issuer's Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) (hereinbefore and hereinafter the "Series 2011 Bonds which are being issued under the hereinafter described Indenture in the aggregate principal amount of The Series 2011 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 ISG Real Estate Investments, LLC "Borrower by lending such funds to the Borrower pursuant to the Loan Agreement dated as of 1, 2011 "Loan Agreement between the Borrower and the Issuer which prescribes the terms and conditions under which the Borrower shall repay such loan and pursuant to which the Borrower will execute and deliver to the Issuer its Note, Series 2011 "Series 2011 Note in a principal amount equal to the principal amount of such Series 2011 Bonds in order to evidence such loan. Except as otherwise provided in Section 2.2 of the Indenture, each Series 2011 Bond will be payable on parity with all other Series 2011 Bonds. The Series 2011 Bonds are issued under and entitled to the security of a Trust Indenture dated as of 1, 2011 "Indenture duly executed and delivered by the Issuer to [TRUSTEE], as Trustee (the term "Trustee" where used herein referring to the Trustee or its 3 successors), pursuant to which Indenture, the TIF Revenues (as defined in the Indenture) and the Series 2011 Note and all rights of the Issuer under the Loan Agreement, except certain rights to payment for expenses, indemnity rights and rights to perform certain discretionary acts as set forth in the Loan Agreement, are pledged and assigned by the Issuer to the Trustee as security for the Series 2011 Bonds. THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS SERIES 2011 BOND, HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE INDENTURE AND THIS SERIES 2011 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 2011 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 2011 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 2011 Bonds by, and that it has not been made aware of the offering of the Series 2011 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 Borrower; it has received such information concerning the Issuer and the Borrower, the Series 2011 Bonds and the TIF Revenues (as defined in the Indenture), as it deems to be necessary in connection with investment in the Series 2011 Bonds. It has received, read and commented upon copies of the Indenture and the Loan Agreement. Prior to the purchase of the Series 2011 Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Issuer and the Borrower concerning the terms and conditions of the Series 2011 Bonds, the tax status of the Series 2011 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 Borrower possess such information or can acquire it without unreasonable effort or expense. It is not relying on Barnes Thornburg LLP, H.J. Umbaugh Associates, LLP, Bingham McHale LLP, Browning Investments, Inc. and Baker Daniels LLP for information concerning the financial status of the Issuer and the Borrower or the ability of the Issuer and the Borrower to honor their respective financial obligations or other covenants under the Series 2011 Bonds, the Indenture or the Loan Agreement. It understands that the projection of TIF Revenues prepared in connection with the issuance of the Series 2011 Bonds has been based on estimates of the investment in real property provided by the Borrower. 3. It is acquiring the Series 2011 Bonds for its own account with no present intent to resell; and will not sell, convey, pledge or otherwise transfer the Series 2011 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 4. It understands that the Series 2011 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 2011 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 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 2011 Bonds and that the transferor may be relying upon Rule 144A with respect to the transfer of the Series 2011 Bonds. 5. It understands that the sale or transfer of the Series 2011 Bonds in principal amounts less than $1.00,000 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 2011 Bonds, including the availability of TIT Revenues to its satisfaction, and it understands that the Series 2011 Bonds are payable from loan repayments from the Borrower under the Loan Agreement, offset by available 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 2011 Bonds. 7. It understands that interest on the Series 2011 Bonds is taxable for federal income tax purposes. 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 2011 Bonds are hereinafter collectively referred to as the "Bonds Reference is made to the Indenture and to all indentures supplemental thereto and to the Loan 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 provisions of which the holder hereof by the acceptance of this Series 2011 Bond assents. The Series 2011 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 2011 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 2011 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 2011 Bond. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. 5 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 pursuant to Sections 4.1 and 4.2 of the Loan Agreement, the Series 2011 Bonds shall be subject to redemption prior to maturity at the option of the Issuer at the direction of the Borrower on any date, upon ten (10) days' notice, in whole or in part in such order of maturity as the 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 2011 Bonds are called for redemption as aforesaid, notice thereof identifying the Series 2011 Bonds to be redeemed will be given by mailing a copy of the redemption notice by first class mail not less than ten (10) days nor more than sixty (60) days prior to the date fixed for redemption to the Registered Owner of the Series 2011 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 2011 Bond, shall not affect the validity of any proceedings for the redemption of other Series 2011 Bonds. All Series 2011 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 2011 Bond is transferable by the Registered Owner hereof at the principal corporate trust office of the Trustee upon surrender and cancellation of this Series 2011 Bond and on presentation of a duly executed written instrument of transfer and thereupon a new Series 2011 Bond or Series 2011 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 2011 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 2011 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, the TIF Revenues and payments to be made on the Series 2011 Note issued under the Loan Agreement 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 this Series 2011 Bond. The Series 2011 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 6 any, or interest on the Series 2011 Bonds. No covenant or agreement contained in the Series 2011 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 2011 Bonds shall be liable personally on the Series 2011 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2011 Bonds. The holder of this Series 2011 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 2011 Bond, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series 2011 Bond have been duly authorized by the Issuer. This Series 2011 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 2011 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 2011. 7 CITY OF CARMEL, INDIANA By: Mayor (SEAL) Attest: Clerk Treasurer Dated: Signature Guaranteed: (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Series 2011 Bond is one of the Series 2011 Bonds described in the within mentioned Trust Indenture. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address) the within Series 2011 Bond and all rights, title and interest thereon, and hereby irrevocably constitutes and appoints attorney to transfer the within Series 2011 Bond on the books kept for registration thereof, with full power of substitution in the premises. NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. 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. ASSIGNMENT as tenants in common 8 [TRUSTEE], Trustee By: Authorized Signatory NOTICE: The signature of this assignment must correspond with the name of the registered owner as it appears upon the face of the within Series 2011 Bond in every particular, without alteration or enlargement or any change whatever. 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 (State) Additional abbreviations may also be used though not in the above list. Exhibit A Maturity Date Amount (End of Bond Form) NOW, THEREFORE, THIS INDENTURE WITNESSETH: 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 DIVISION I The Series 2011 Note, which has been endorsed by the Issuer to the order of the Trustee and pledged by the Issuer to the Trustee, and all sums payable in respect of the indebtedness evidenced thereby; DIVISION II 9 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 Loan Agreement (except the rights reserved to the 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: "Area" means the Meridian Main Allocation Area as such allocation area may be expanded from time to time. "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 2011 Bonds. Bonds. "Authorized Representative" means any officer of the Borrower. "Bonds" means any Bonds issued pursuant to this Indenture, including the Series 2011. "Borrower" means ISG Real Estate Investments, LLC as more fully provided in the Loan Agreement. "Business Day" means a day on which the office of the Trustee is open for business. "Costs of Construction" means the following categorical costs of providing for an "economic development project" as defined and set forth in the Act: 10 hereof. (i) the "Bond Issuance Costs namely the costs, fees and expenses incurred or to be incurred by the Issuer and the Borrower in connection with the issuance and sale of the Series 2011 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 Borrower, the fees and disbursements of the Borrower's accountants and advisers, including Browning Investments, Inc., 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 2011 Bonds and the documentation supporting the issuance of the Series 2011 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 2011 Bonds from the date of their original delivery through no later than the latest date permissible by law; (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 Borrower 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 Borrower 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 "Fiscal Year" shall mean a period of twelve consecutive months constituting the fiscal year of the Borrower 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 Borrower or by the governing body of any successor entity to the Borrower. "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 2011 Bonds means each February 1 and August 1, commencing 1, 20 "Interest Period" has the meaning set forth in the form of Series 2011 Bond set forth in the recitals to this Indenture. 1 1. "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 Loan Agreement and the Indenture. "Loan Agreement" means the Loan Agreement, dated as of 1, 2011, from the Borrower to the Issuer and all amendments and supplements thereto. "Note" or "Notes" shall have the meaning assigned in the Loan Agreement. "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel who may be an employee of or counsel to the Borrower. "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] and any successor paying agent or co- paying agent. "Qualified Investments" shall have the meaning assigned in the Loan 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 2011 Bonds" means the City of Carmel, Indiana Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) in the aggregate principal amount of "Series 2011 Note" shall have the meaning assigned in the Loan Agreement. "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. The 12 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 2011, equal, for any given year, to fifty percent (50 of the Tax Increment generated from parcel 17- 09- 26- 00- 00- 005.003. "Trust Estate" means the funds and accounts, Series 2011 Notes, TIF Revenues and other assets described in the Granting Clauses of this Indenture. "Trustee" means {TRUSTEE], Indianapolis, Indiana 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 Loan 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 Exhibit B: Issuance Costs (End of Article I) 13 ARTICLE II. THE BONDS Section 2.1. Authorized Amount of Series 2011 Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The principal amount of the Series 2011 Bonds (other than Bonds issued in substitution therefor pursuant to Section 2.8 hereof) that may be issued is hereby expressly limited to Additional Bonds may be issued as provided in Section 2.8 hereof, Section 2.2. Issuance of Series 2011 Bonds. The Series 2011 Bonds shall be designated "City of Carmel, Indiana Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project)." The Series 2011 Bonds shall be originally issuable as fully registered Bonds without coupons in denominations of $1.00,000 and any $1.00 integral multiples thereafter and shall be lettered and numbered R -1 and upward. Interest on the Series 2011 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 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 2011 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 2011 Bonds shall be payable on each February 1 and August 1, commencing on 1, 20. The Series 2011 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 2011 Bonds shall be in default, Series 2011 Bonds issued in exchange for Series 2011 Bonds surrendered for transfer or exchange shall bear interest from the date to which interest has been paid in full on the Series 2011 Bonds or, if no interest has been paid on the Series 2011 Bonds, from the date of issuance and delivery of the Series 2011 Bonds. Series 2011 Bonds authenticated on or prior to 15, 20_ shall bear interest from the date of delivery of the Series 2011 Bonds. The Series 2011 Bonds shall mature on the dates set forth below, beginning on 1, 20 and ending on 1, 20, in the amounts set forth below at the interest rate of 14 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 2011 Bonds shall be payable at the designated corporate trust office of the Trustee. All other payments on the Series 2011 Bonds shall be made to the person appearing on the Bond registration books of the Trustee as the registered owner of the Series 2011 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 2011 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 2011 Bonds. If any officer whose signature or facsimile signature shall appear on the Series 2011 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 2011 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 2011 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, the TIF Revenues and payments to be made on the Notes issued under the Loan Agreement pledged and assigned for their payment in accordance with the Indenture "Trust Estate Neither the faith and credit nor the taxing 15 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 2011 Bond. The Series 2011 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 2011 Bonds. No covenant or agreement contained in the Series 2011 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 2011 Bonds shall be liable personally on the Series 2011 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2011 Bonds. Section 2.5. Authentication. No Series 2011 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 2011 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 2011 Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Series 2011 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 2011 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 or deemed necessary by the Trustee. Section 2.7. Delivery of Series 2011 Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee the Series 2011 Bonds in the aggregate principal amount of 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 Loan Agreement and this Indenture and the issuance of the Series 2011 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 2011 Bonds. (iii) Executed counterparts of the Loan Agreement and Indenture. 16 (iv) The Series 2011 Note in the same principal amount as the principal amount of the Series 2011 Bonds, duly executed by the Borrower and endorsed by the Issuer to the order of the Trustee. (v) A written request of the Issuer to the Trustee requesting the Trustee to authenticate, or cause to be authenticated, and deliver the Series 2011 Bonds in the principal amount of to the purchasers thereof. (vi) Such other documents as shall be required by the Requisite Bondholders. The proceeds of the Series 2011 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 in addition to the Series 2011 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. Each series of Additional Bonds issued hereunder shall be equal in aggregate principal amount to the principal amount of the Additional Note being then currently issued. 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 issued as security therefor and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Loan Agreement and the other instruments, documents, certificates, and opinions referred to in Section 7.1 of the Loan Agreement. (iii) The Additional Note being then concurrently issued, made payable to the order of the Issuer, duly executed by the Borrower and endorsed by the Issuer to the order of the Trustee. 17 (iv) 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 Loan Agreement and the issuance of such Additional Bonds. (v) 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 Loan 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 Borrower, and the purchaser of such Additional Bonds. Section 2.9. Mutilated, Lost, Stolen, or Destroyed Bonds. If any Series 2011 Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Trustee may authenticate a new Series 2011 Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Series 2011 Bond, such mutilated Series 2011 Bond shall first be surrendered to the Issuer, and in the case of any lost, stolen or destroyed Series 2011 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 2011 Bond shall have matured, instead of issuing a duplicate Series 2011 Bond the Issuer may pay the same without surrender thereof; provided, however, that in the case of a lost, stolen or destroyed Series 2011 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 2011 Bond with their reasonable fees and expenses in this connection. Any Series 2011 Bond issued pursuant to this Section 2.9 shall be deemed part of the original series of Series 2011 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 2011 Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the transfer of the Series 2011 Bonds as provided in this Indenture to be kept by the Trustee which is hereby constituted and appointed the registrar of the Issuer. Upon surrender for transfer of any fully registered Series 2011 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 2011 Bond or Series 2011 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 2011 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 2011 Bond. The Trustee shall not be required to transfer or exchange any fully registered Series 2011 Bond during the period between the Record Date and any interest payment date of such Series 2011 Bond, nor to transfer or exchange any Series 2011 Bond after 18 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 2011 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 11) 19 ARTICLE III. APPLICATION OF SERIES 2011 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 2011 Bonds and shall be disbursed as provided in Section 4.4. (End of Article Ill) 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 2011 Bonds on the next February 1 or August 1 plus Annual Fees; (b) all payments received pursuant to the Notes; (c) all payments specified in Section 3.2 of the Loan Agreement; (d) proceeds of the Series 2011 Bonds to be used to pay interest thereon; (e) any amount remaining in the Construction Fund to be transferred to the Bond Fund pursuant to the Indenture upon completion of the Projects, 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 2011 Bonds; (f) all interest and other income derived from investments of Bond Fund moneys as provided herein; and (g) all other moneys received by the Trustee under and pursuant to any of the provisions of the Loan Agreement which are required or which are accompanied by directions that such moneys are to be paid into the Bond Fund. 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, sufficient sums from revenues and receipts derived from the TIF Revenues (taking into account any Parity TIF Obligations (as defined below)), Notes and Loan Agreement, 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, Notes and Loan Agreement. 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 T1F 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 21 pay debt service on the Series 2011 Bonds on the next February 1 or August 1 shall be transferred to the Surplus Fund. 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, TIF Revenues in excess of payments due on the Series 2011 Bonds on the next February 1 or August 1 as provided in Section 4.2. At the direction of the Borrower, TIF Revenues in the Surplus Fund may be used (i) to pay amounts due on the Series 2011 Bonds and amounts due on any obligations issued on a parity with the Series 2011 Bonds as to the pledge of Tax Increment "Parity TIF Obligations (ii) to reimburse the Borrower for any payments of principal and interest on the Series 2011 Note, in that order of priority, made by the Borrower, as set forth in Section 11.13, (iii) to redeem or defease the Series 2011 Bonds in whole or in part, or (iv) 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. (a) The Bond Issuance Costs set forth in Exhibit B shall be paid at closing to the entities listed. Execution of this Indenture shall be authorization for these payments. Other costs of issuance shall be paid upon submission of a requisition signed by the Borrower. (b) Except as set forth in subparagraph (a) and (c) of this Section 4.4, moneys on deposit in the Construction Fund shall be paid out from time to time by the Trustee to or upon the order of the Borrower to pay costs of issuance of the Series 2011 Bonds and to or upon the order of the Borrower in order to pay, or as reimbursement to the Borrower for payment made, for the Costs of Construction, upon receipt by the Trustee of the written request signed by the Authorized Representative of the Borrower: (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; 22 (4) stating that such costs are appropriate for the expenditure of 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) and (c) above, a certificate of its Authorized. Representative of the Borrower: (i) stating the date that the Projects was 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 has 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 Borrower 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 Borrower 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 (c) 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 2011 Note pursuant to Section 4.2(a) of the Loan Agreement at the earliest redemption date. Section 4.5. TIF Revenues. On or before each January 15 and July 15, commencing July 15, 2012, the Issuer shall transfer to the Bond Fund and the Surplus Fund, the TIF Revenues for the payment of the Series 2011 Bonds. The transfers to the Bond Fund shall serve as a credit against the Borrower's obligations under the Series 2011 Note and the Loan Agreement with respect to the Series 2011 Bonds, The Trustee shall, on or before each January 20 and July 20, calculate the interest due and shall notify the Borrower in writing of the amount of the credit and 23 the amount of any balance due from the Borrower on the next payment date. The balance of any TIF Revenues 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 to lien or attachment of any creditor of the Issuer or of the Borrower. 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 2011 BONDS BEFORE MATURITY Section 5.1. Redemption Dates and Prices. (a) The Series 2011 Bonds are subject to optional redemption by the Issuer, prior to maturity, at the option of the Borrower, on any date, in whole or in part, in such order of maturity as the Borrower shall direct and by lot within maturities, at face value, without premium, plus in each case accrued interest to the date fixed for redemption. (b) Mandatory Redemption. If funds are on deposit in the Bond Fund for redemption of Series 2011 Bonds pursuant to Sections 4.1 and 4.2 of the Loan Agreement, the Series 2011 Bonds shall be subject to redemption by the Issuer on any date, in whole or in part (in inverse order of maturity), at 100% of the principal amount thereof plus accrued interest to the redemption date and without premium. Section 5.2. Notice of Redemption. In the case of redemption of Series 2011 Bonds pursuant to Section 5.1 hereof, notice of the call for any such redemption identifying the Series 2011 Bonds, or portions of fully registered Series 2011 Bonds, to be redeemed shall be given by mailing a copy of the redemption notice by first class mail not less than ten (10) days nor more than sixty (60) days prior to the date fixed for redemption to the registered Owner of each Series 2011 Bond to be redeemed at the address shown on the registration books. Such notice of redemption shall specify the CUSIP number and, in the event of a partial redemption the Series 2011 Bond numbers and called amounts of each Series 2011 Bond, the redemption date, redemption price, 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 2011 Bond shall not affect the validity of any proceedings for the redemption of other Series 2011 Bonds. On and after the redemption date specified in the aforesaid notice, such Series 2011 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 2011 Bonds which have been redeemed in whole shall be canceled and cremated or otherwise destroyed by the Trustee and shall not be reissued and a counterpart of the certificate of cremation or other destruction evidencing such cremation or other destruction shall be furnished by the Trustee to the Issuer and the Borrower. 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 2011 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 2011 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 2011 Bond until such Series 2011 Bond shall have been delivered for payment or 25 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 2011 Bond. Section 5.5. Partial. Redemption of Bonds. If fewer than all of the Series 2011 Bonds at the time outstanding are to be called for redemption, the maturities of Series 2011 Bonds or portions thereof to be redeemed shall be selected by the Trustee at the direction of the Borrower. If fewer than all of the Series 2011 Bonds within a maturity are to be redeemed, the Trustee shall select by lot (meaning also random selection by computer) in such manner as the Trustee, in its discretion, may determine, the Series 2011 Bonds or portions of Series 2011 Bonds within such maturity that shall be redeemed. The Trustee shall call for redemption in accordance with the foregoing provisions as many Series 2011 Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Series 2011 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 2011 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 2011 Bond shall forthwith surrender such Series 2011 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 2011 Bond or Series 2011 Bonds of like series in an aggregate principal amount equal to the unredeemed balance of the principal amount of such registered Series 2011 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 TIF Revenues and the payments to be made on the Note which payments 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 TIF Revenues and the payments to be made on the Notes issued under the Loan Agreement 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 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 and assign the Series 2011 Note, pledge the TIF Revenues and assign the Loan Agreement 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 27 and subject to the valid exercise of the constitutional powers of the Issuer, the State of Indiana and the United States of America. Section 6.3. Ownership; Instruments of Further Assurance. The Issuer represents that at the time of the pledge and assignment thereof it will lawfully own the Series 2011 Note and that such pledge and assignment and the assignment of the Loan Agreement to the Trustee hereby made will be valid and lawful. The Issuer covenants that it will defend the title to the Series 2011 Note and its interest in the Loan 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 Series 2011 Note, the Loan Agreement and all payments thereon and thereunder pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. Section 6.4. Filing of Indenture, Loan Agreement and Security Instruments. The Issuer, upon the written direction and at the sole expense of the Borrower, shall cause this Indenture, the Loan Agreement and all supplements thereto as well as such other security instruments, financing statements and all supplements thereto and other instruments 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 Borrower 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 Loan 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 Borrower under and pursuant to the Loan 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 3.8 of the Loan Agreement. The Trustee shall not be liable or responsible for any loss resulting from 28 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 redemption thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made 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 five (5) 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. Any moneys so deposited with and held by the Paying Agent not so applied to the payment of Bonds within five (5) years after the date on which the same shall become due shall be repaid by Paying Agent to Borrower and thereafter Bondholders shall be entitled to look only to Borrower for payment, and then only to the extent of the amount so repaid, and Borrower shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. (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 Bondholdes shall have consented thereto; or (b) any event of default as defined in Section 5.1 of the Loan 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 Borrower 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 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 Borrower shall 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 Borrower under the Loan. 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. (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 30 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. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article 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 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 31 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 Borrower or its successors or assigns, upon the written request of the Borrower 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 fo the Requisite Bondholders. 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 32 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 Borrower 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 alt 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 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. 33 (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, but only upon the terms and conditions set forth herein. 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 as a prudent person would exercise or use in the circumstances in the conduct of such prudent person's own affairs. 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 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 Borrower). 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 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 or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; 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 Borrower under the Loan. Agreement; but the Trustee may require of the Issuer or the Borrower 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 Loan 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. (c) The Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee 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 35 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, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Borrower 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 Borrower 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 Borrower as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things 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. (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 fully to 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 36 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 Section 8.1 or Section 8.4 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put 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 except such as may be agreed upon. (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 Bonds, except for any information provided by the Trustee, and 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 facsimile transmission of written instructions or directions pursuant to this Indenture, provided, however, that (a) the Issuer or the Borrower, subsequent to such facsimile transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, (b) such originally executed instructions or directions shall be signed by a person as may be designated and authorized to sign for the Issuer or the Borrower or in the name of the Issuer or the Borrower, by an authorized representative of the Issuer or the Borrower, and (c) the Issuer and the Borrower shall .provide to the Trustee an incumbency certificate listing such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or the Borrower elects to give the Trustee facsimile instructions and the Trustee in its discretion elects to act upon such facsimile instructions, the Trustee's understanding of such facsimile 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 facsimile instructions notwithstanding such facsimile instructions conflict or are inconsistent with a subsequent written instruction. 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 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. Upon an event of default, but only upon an event of default, the Trustee shall have a 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. 37 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 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. 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. 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 Borrower 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 Borrower 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 all the 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 38 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 upon 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 Borrower an instrument in writing accepting such appointment hereunder, and thereupon 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; but such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, 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, 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 fled. 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 60 days' written notice to the Issuer, the Borrower 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 Borrower. Any successor Paying Agent shall be appointed by the Issuer at the direction of the Borrower 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) 39 Section 9.1. Supplemental Indentures Not Requiring Consent of Bondholders. With the consent of the Borrower, 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; or (c) ARTICLE IX. SUPPLEMENTAL INDENTURES To subject to this Indenture additional security, revenues, properties or collateral; (d) To make any other change in this Indenture which, in the judgment of the Trustee, is not to the material prejudice of the Trustee, the Borrower, 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 terns or provisions contained in this Indenture or in any supplemental indenture; provided however, 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, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such 40 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 (0 a privilege or priority of any Bond over any other Bonds, or (g) a derivation of the Owners of any Series 2011 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 Borrower shall not become effective unless and until the Borrower 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 Borrower at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture. (End of Article IX) 41 ARTICLE X. AMENDMENTS TO THE LOAN AGREEMENT Section 10.1. Amendments, etc. to Loan Agreement Not Requiring Consent of Bondholders. The Issuer and the Trustee with the consent of the Borrower shall, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Loan Agreement as may be required (i) by the provisions of the Loan Agreement and this Indenture, including particularly amendments to the Loan Agreement relating to the issuance of Additional Notes or Parity Obligations, 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, is not to the prejudice of the Trustee, the Issuer or the holders of the Bonds. Section 10.2. Amendments, etc. to Loan 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 Loan 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 Loan 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. (End of Article X) 42 ARTICLE XI. MISCELLANEOUS Section 11.1. Satisfaction and Discharge. All rights and obligations of the Issuer and the Borrower under the Loan Agreement, the Notes and this Indenture shall terminate, and such instruments shall cease to be of further effect, and the Trustee shall cancel the Notes and deliver them to the Borrower, shall execute and deliver all appropriate instruments evidencing and acknowledging the satisfaction of this Indenture, and shall assign and deliver to the Borrower any moneys and investments in all Funds established hereunder (except moneys or investments held by the Trustee for the payment of principal of, interest on, or premium, if any, on the Bonds and under Section 11.13 when (a) all fees and expenses of the Trustee and the Paying Agent shall have been paid; (b) the Issuer and the Borrower shall have performed all of their covenants and promises in the Loan 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 Borrower, 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. Provided, however, none of the Bonds may be advance refunded if such advance refunding is not permitted by the laws of Indiana. 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. 43 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 Borrower shall have given the Trustee in form satisfactory 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 Borrower, 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 2011 Bonds. If the Owner of any Series 2011 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 2011 Bond and the Bondholder shall have no further claim against the Trust Estate, the Issuer or the Borrower with respect to that Series 2011 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 44 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. 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 Loan 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 Borrower, or the directors, trustees, officers or members of the Borrower. 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 Borrower, bank or bankers, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust Borrower or bank 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 Borrower, 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 Borrower, 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 Borrower and the holders of the Bonds as herein provided. 45 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 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. The Issuer, the Borrower, 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 9.4 of the Loan 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. 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. Section 11.13. Loan Payments by Borrower. (a) Notwithstanding any other provision of this Indenture, if any portion of the principal or interest due on the Series 2011 Bonds is paid from payments made by the Borrower on the Series 2011 Note pursuant to Section 3.2 of the Loan Agreement, the Series 2011 Bonds so paid shall remain outstanding, shall not be deemed 46 defeased or otherwise satisfied, shall not be considered paid, and shall continue to be due and owing until paid by the Issuer, all as provided in this Section, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Issuer to the registered owners of the Series 2011 Bonds so paid shall continue to exist and shall run to the benefit of the Borrower, and the Borrower shall be subrogated to the rights of the registered owners of the Series 2011 Bonds paid by the Borrower to the extent of the payment, all as provided in this Section 11.13. (b) In addition to those rights granted to the Borrower under this Indenture, and in accordance with Subsection (a) of this Section 11.13, the Borrower shall, to the extent it makes payment of principal of or interest on the Series 2011 Bonds, become subrogated to the rights of those recipients of such payments in accordance with the provisions of this Section, and to evidence such subrogation the Trustee shall note the Borrower's rights as subrogee on the registration books of the Issuer maintained by the Trustee upon receipt from the Borrower of a loan payment pursuant to Section 3.2 of the Loan Agreement. The Trustee shall deposit the loan payment in the Bond Fund pursuant to Section 4.2 for the payment of principal and interest on the Series 2011 Bonds and deliver a certificate to the Borrower setting forth such rights. The Trustee shall deem loan payments to be allocated to principal on the Series 2011 Bonds first and interest on the Series 2011 Bonds second, the Trustee shall pay past due principal and interest to the Borrower from the Surplus Fund as set forth in Section 4.3 and this Section. (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. (SEAL) Attest: Clerk- Treasurer CITY OF .CARMEL, INDIANA By: Mayor [TRUSTEE], as Trustee By: (Written Signature) (Printed Signature) EXHIBIT A DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS Proposed Infrastructure Improvements Site work and utility work located on or serving and benefiting parcel 17- 09- 26- 00 -00- 005.003 within the Old Meridian Economic Development Area. The Old Meridian Economic Development Area is situated at the northeast corner of U.S. 31 and Main Street. Carmel Economic Development Commission S Barnes Thornburg LLP Wallack Somers Haas H.J. Umbaugh Associates Bingham McHale LLP Browning Investments, Inc. Baker Daniels LLP [TRUSTEE] TOTAL INDS01 AWILLIAMS 1264892v2 EXHIBIT B COSTS OF ISSUANCE B -1 LOAN AGREEMENT BETWEEN ISG REAL ESTATE INVESTMENTS, LLC AND CITY OF CARMEL, INDIANA. SERIES 2011 (INDIANA SPINE GROUP PROJECT) Dated as of 2011 BARNES THORNBURC LLP DRAFT OF 04/13/11 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 Page ARTICLE I. DEFINITIONS AND EXHIBITS 2 Section 1.1. Terms Defined 2 Section 1.2. Rules of Interpretation 4 Section 1.3. Exhibits 5 ARTICLE II. REPRESENTATIONS; LOAN OF SERIES 2011 BOND PROCEEDS 6 Section 2.1. Representations by Issuer 6 Section 2.2. Representations by Borrower 6 Section 2.3. Loan of Series 2011 Bond Proceeds by Issuer 7 ARTICLE III. PARTICULAR COVENANTS OF THE BORROWER 8 Section 3.1. Consent to Assignments to Trustee 8 Section 3.2. Payment of Principal, Premium and Interest; Payments Pledged 8 Section 3.3. Maintenance of LLC Existence 10 Section 3.4. Trustee's Right to Perform Borrower's Covenants; Advances 10 Section 3.5. Indemnity 10 Section 3.6. Issuance of Substitute Notes 11 Section 3.7. Payment of Expenses of Issuance of Series 2011 Bonds 11 Section 3.8. Funding of Indenture Funds; Investments 11 Section 3.9. Other Amounts Payable by the Borrower 12 Section 3.10. Credits on Notes 12 Section 3.11. Completion of Projects 13 Section 3.12. Sale, Substitution, or Lease of Facilities 14 ARTICLE IV. PREPAYMENT OF SERIES 2011 NOTE 15 Section 4.1. Optional Prepayment 15 Section 4.2. Mandatory Prepayment 15 Section 4.3. Notice of Prepayment 15 ARTICLE V. EVENTS OF DEFAULT AND REMEDIES THEREFOR Section 5.1. Section 5.2. Section 5.3. Section 5.4, Section 5.5. Section 5.6. Events of Default Trustee May Enforce Demand Remedies Cumulative Delay or Omission Not a Waiver Waiver of Extension, Appraisement or Stay Laws Remedies Subject to Provisions of Law 16 16 17 18 18 18 18 ARTICLE VI. IMMUNITY 19 Section 6.1. Immunity 19 ARTICLE VII. SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT 20 Section 7.1. Supplements and Amendments to this Loan Agreement 20 ARTICLE VIII. DEFEASANCE Section 8.1. Defeasance ARTICLE IX. Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Section 9.6. Section 9.7. MISCELLANEOUS PROVISIONS 22 Loan Agreement for Benefit of Parties Hereto 22 Severability 22 Limitation on Interest 22 Addresses for Notice and Demands 22 Successors and Assigns 23 Counterparts 23 Governing Law 23 ii 21 21 LOAN AGREEMENT This is a LOAN AGREEMENT, dated as of 2011 (the "Loan Agreement between ISG REAL ESTATE INVESTMENTS, LLC, a limited liability company duly organized and validly existing under the laws of the State of Indiana (the "Borrower and the CITY OF CARMEL, INDIANA, a municipal corporation duly organized and validly existing under the laws of the State of Indiana (the "Issuer WHEREAS, the 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 to lend the proceeds therefrom for the purpose of financing costs of construction of infrastructure, for diversification of economic development and promotion of job opportunities in or near such Issuer and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; WHEREAS, the Carmel Redevelopment Commission (the "Redevelopment Commission has established the Old Meridian Economic Development Area and the Meridian Main Allocation Area (the "Area located in the City of Carmel; 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; WHEREAS, the Issuer intends to issue its Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) in the aggregate principal amount of (the "Series 2011 Bonds pursuant to the Trust Indenture dated as of 2011 (the "Indenture from the Issuer to [TRUSTEE], as Trustee (the "Trustee and to lend the proceeds of the Series 2011 Bonds pursuant to the provisions of this Loan Agreement to the Borrower to finance the projects set forth on Exhibit A; WHEREAS, this Loan Agreement provides for the repayment by the Borrower of the loan of the proceeds of the Series 2011 Bonds and further provides for the Borrower's repayment obligation to be evidenced by the Borrower's Note, Series 2011 (the "Series 2011 Note in substantially the form attached hereto as Exhibit B; WHEREAS, pursuant to the Indenture, the Issuer will pledge and assign the Series 2011 Note and assign certain of its rights under this Loan Agreement to the Trustee as security for the Series 2011 Bonds; and WHEREAS, the Series 2011 Bonds issued under the Indenture will be payable solely out of (i) the payments to be made by the Borrower on the Series 2011 Note and any other Notes issued hereunder; (ii) TIF Revenues (as defined in the Indenture) or (iii) bond proceeds and proceeds of condemnation and insurance. PRELIMINARY STATEMENT In consideration of the premises, the loan of the proceeds of the Series 2011 Bonds to be made by the Issuer, the acceptance of the Series 2011 Note by the Issuer, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower has executed and delivered this Loan Agreement. This Loan Agreement is executed upon the express condition that if the Borrower shall pay or cause to be paid all indebtedness hereunder and shall keep, perform and observe all and singular the covenants and promises expressed in the Notes and this Loan Agreement to be kept, performed and observed by the Borrower, then this Loan Agreement and the rights hereby granted shall cease, determine and be void; otherwise to remain in full force and effect. The Borrower and the Issuer hereby further covenant and agree as follows: ARTICLE L DEFINITIONS AND EXHIBITS Section 1.1. Terms Defined. As used in this Loan Agreement, the following terms shall have the following meanings unless the context clearly otherwise requires: "Act" means, collectively, Indiana Code Title 36, Article 7, Chapters 11.9, 12, 14 and 25. "Area" means the Meridian Main Allocation Area. "Bond Counsel" means a nationally recognized firm of municipal bond attorneys. "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 Series 2011 Bonds, the Additional Bonds and any other bonds issued under the Indenture. "Borrower" means ISG Real Estate Investments, LLC, a limited liability company duly organized and validly existing under the laws of the State of Indiana and qualified to do business in the State of Indiana, or any successors thereto permitted under Section 3.3 hereof. "Commission" means the City of Carmel Economic Development Commission. "Construction Fund" means the Construction Fund established in Section 4.4 of the Indenture. "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the Issuer or the Borrower. 2 "Facilities" shall mean the mixed use development proposed to be constructed by the Borrower in the Area. "Government Obligations" means (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, (b) obligations issued by a person controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the principal of and premium, if any, and interest on which is fully guaranteed as a full faith and credit obligation of the United States of America (including any securities described in (a) or (b) issued or held in book -entry form on the books of the Department of Treasury of the United States of America or Federal Reserve Bank), (c) certificates or receipts representing direct ownership interests in obligations or specified portions (such as principal or interest) of obligations described in (a) or (b), which obligations are held by a custodian in safekeeping on behalf of such certificates or receipts, or (d) senior, unsubordinated obligations of the Federal National Mortgage Association of Federal Home Loan Mortgage Corporation; provided that with respect to obligations of the sort described in clause (d), (i) such obligations are rated in the highest rating category for such obligation by any of Moody's, S &P or Fitch and (ii) in the event that any bonds are defeased with such obligations in whole or in part those Bonds shall be concurrently rated in the highest rating category for such obligations by any of Moody's, S &P or Fitch or (e) any other investments approved by the Requisite Bondholders. "Indenture" means the Trust Indenture dated as of 2011, between the Issuer and the Trustee and all amendments and supplements thereto. "Issuer" means the City of Carmel, Indiana, a municipal corporation duly organized and validly existing under the laws of the State. "Loan" means the loan by the Issuer to the Borrower of the proceeds of the sale of the Series 2011 Bonds. "Net Proceeds," when used with respect to any insurance or condemnation award, means the gross proceeds from the insurance or condemnation award remaining after payment of all expenses (including attorneys' fees and expenses and any expenses of the Trustee or the Issuer) incurred in the collection of such gross proceeds. "Note" or "Notes" means the Series 2011 Note and any notes issued in exchange therefor pursuant to Section 3.6 hereof. "Projects" means the projects set forth in Exhibit A. "Qualified Investments" means to the extent permitted by the laws of the State (i) Government Obligations; (ii) bonds, debentures, participation certificates or notes issued by any of the following: Federal Farm Credit Banks, Federal Financing Bank, Federal Home Loan Banks, Federal National Mortgage Association or Federal Horne Loan Mortgage Corporation; (iii) certificates of deposit, time deposits and other interest- bearing deposit accounts with any banking institution, including the Trustee, which are insured by the Federal Deposit Insurance Corporation; (iv) any money market fund, sweep account, mutual fund or trust, which may be funds or trusts of the Trustee or Paying Agent, as shall invest solely in a portfolio of obligations 3 described in (i) or (ii) above or money market funds rated in the highest category by Moody's Investors Service or Standard Poors Ratings Group; (v) repurchase agreements with the Trustee or any of its affiliated banks or any other bank having a net worth of at least $100,000,000 secured by a pledge and physical delivery (except in the case of securities issued in book -entry form, which shall be registered in the name of the Trustee) to the Trustee of obligations described in (i) or (ii) hereof; (vi) municipal obligations the interest on which would be excluded from the gross income of the owners thereof for federal tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended, if (a) rated in one of the three highest rating categories of either Moody's Investors Service or Standard Poors Ratings Group, or, (b) if fully secured by securities guaranteed as to principal and interest by the United States of America; (vii) stock of a Qualified Regulated Investment Company which invests solely in obligations described in (vi) above or (viii) any other investment approved by the Requisite Bondholders. "Redevelopment Commission" means the City of Carmel Redevelopment Commission. "Series 2011 Bonds" means the City of Carmel, Indiana Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project). "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. 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 No. adopted by the Redevelopment Commission on 2011, equal, for any given year, to fifty percent (50 of the Tax Increment generated from parcel 17- 09- 26- 00 -00- 005.003. "Trustee" means the trustee and /or co- trustee at the time serving as such under the Indenture, and shall initially mean [TRUSTEE], Indianapolis, Indiana. Section 1.2. Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided, or unless the context otherwise requires: (a) "This Loan 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 Loan 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. 4 (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 Loan Agreement 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 Loan Agreement. Exhibit A. The Projects. Exhibit B. Form of Series 2011 Note. (End of Article I) 5 ARTICLE II. REPRESENTATIONS; LOAN OF SERIES 2011 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 of Indiana. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Loan Agreement and to carry out its obligations hereunder. Issuer has been duly authorized to execute and deliver this Loan 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) Issuer agrees to provide funds from the issuance of the Series 2011 Bonds to loan to the Borrower for financing the construction of the Projects for the benefit of the holders of the Bonds, to create additional employment opportunities in Carmel, Indiana and to benefit the health, safety, morals and general welfare of the citizens of Carmel and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this Loan Agreement and the Series 2011 Note to the Trustee. (c) The Issuer represents that the Series 2011 Note will be assigned to the Trustee pursuant to the Indenture, and that no further assignment is contemplated by the Issuer, since the Issuer recognizes that the Series 2011 Note has not been registered under the Securities Act of 1933. (d) The Area has been properly created as an "allocation area" pursuant to Indiana Code 36- 7- 14 -39. The TIF Revenues have been properly and legally pledged by the Redevelopment Commission to the payment of the Series 2011 Bonds. Section 2.2. Representations by Borrower. Borrower represents and warrants that: (a) It is a limited liability company duly organized and validly existing under the laws of the State of Indiana 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 Loan Agreement and the Series 2011 Note, has full power to enter into and perform its obligations under this Agreement and the Series 2011 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 2011 Note. (b) All of the proceeds from the Series 2011 Bonds (including any income earned on the investment of such proceeds) will be used for Costs of Construction. (c) The Borrower intends to operate or cause the Facilities for which the Projects are being constructed, to be operated as an economic development facility under the Act, until the expiration or earlier termination of this Loan Agreement as provided herein. 6 (d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 2011 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower's operating agreement or any law or any governmental rule, regulation or order presently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 2011 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) This Loan Agreement and the Series 2011 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general. The enforceability of the Borrower's obligations under said documents is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (g) There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, 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 Borrower or might impair the ability of the Borrower to perform its obligations under this Loan Agreement or the Series 2011 Note. (h) 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 Loan Agreement or the Series 2011 Note. Section 2.3. Loan of Series 2011 Bond Proceeds by Issuer. Concurrently with the execution and delivery hereof, the Issuer is issuing the Series 2011 Bonds and is lending the proceeds from the sale thereof to the Borrower by making the deposits and payments specified in Section 3.1 of the Indenture. Such Loan is being evidenced by the execution and delivery by the Borrower of the Series 2011 Note substantially in the form attached hereto as Exhibit B. (End of Article II) 7 ARTICLE III. PARTICULAR COVENANTS OF THE BORROWER Section 3.1. Consent to Assignments to Trustee. The Borrower acknowledges and consents to the pledge and assignment of the Series 2011 Note and the 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, to receive payments under Sections 3.5, 3.7 and 3.9 hereof and to execute and deliver supplements and amendments to this Loan Agreement pursuant to Section 7.1 hereof. Section 3.2. Payment of Principal, Premium and Interest; Payments Pledged. (a) The Borrower will duly and punctually pay the principal of, premium, if any, and interest on the Notes at the rates and the places and in the manner mentioned in the Notes and this Loan Agreement according to the true intent and meaning thereof and hereof as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, it will pay in immediately available funds, a sum which, together with any moneys available for such payment in the Bond Fund (including without limitation any TIF Revenues), will enable the Trustee to pay the amount payable on such date as principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture. Section 4.5 of the Indenture provides that the Issuer shall transfer to the Bond Fund on each January 15 and July 15, beginning on July 15, 2012, the TIF Revenues for the payment of the Series 2011 Bonds, which transfers shall be a credit against and serve to reduce the Borrower's obligations to make payments under the Notes and this Loan Agreement. (b) To the extent TIF Revenues are insufficient for such purposes, the Borrower also agrees to pay directly to the Trustee so long as there are Bonds outstanding (i) all fees and charges of the Trustee incurred under the Indenture, as and when the same become due; (ii) all costs incident to the payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable, including all costs and expenses in connection with the call, redemption and payment of Bonds; (iii) all expenses incurred in connection with the enforcement of any rights under the Loan Agreement or the Indenture by the Issuer, the Trustee or the Bondholders; and (iv) all other payments of whatever nature which the Borrower has agreed to pay or assume under the provisions of the Loan Agreement; provided, however, that the Borrower may, without creating a default under the Loan Agreement, contest in good faith the necessity for any such extraordinary services and extraordinary expenses and the reasonableness of any such fees, charges or expenses. (c) The Borrower covenants and agrees with and for the express benefit of the Issuer, the Trustee and the owners of the Bonds that all payments pursuant hereto and to the Notes shall be made by the Borrower on or before the date the same become due, and the Borrower shall perform all of its other obligations, covenants and agreements hereunder, without notice or demand (except as provided herein), and without abatement, deduction, reduction, diminution, 8 waiver, abrogation, set -off, counterclaim, recoupment, defense or other modification or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and regardless of any act of God, contingency, event or cause whatsoever, and irrespective (without limitation) of whether the Projects or the Borrower's title to the Facilities or any part thereof is defective or nonexistent, or whether the Borrower's revenues are sufficient to make such payments, and notwithstanding any damage to, or loss, theft or destruction of, the Projects or Facilities or any part thereof, expiration of this Loan Agreement, any failure of consideration or frustration of purpose, the taking by eminent domain or otherwise of title to or of the right of temporary use of, all or any part of the Projects or Facilities, legal curtailment of the Borrower's use thereof, or whether with or without the approval of the Issuer, any change in the tax or other laws of the United States of America, the State of Indiana, or any political subdivision of either thereof, any change in the Issuer's legal organization or status, or any default of the Issuer hereunder, and regardless of the invalidity of any portion of this Loan Agreement; and the Borrower hereby waives the provisions of any statute or other law now or hereafter in effect impairing or conflicting with any of its obligations, covenants or agreements under this Loan Agreement or which releases or purports to release the Borrower therefrom. Nothing in this Loan Agreement shall be construed as a waiver by the Borrower of any rights or claims the Borrower may have against the Issuer under this Loan Agreement or otherwise, but any recovery upon such rights and claims shall be had from the Issuer separately, it being the intent of this Loan Agreement that the Borrower shall be unconditionally and absolutely obligated without right of set -off or abatement, to perform fully all of its obligations, agreements and covenants under this Loan Agreement for the benefit of the holders of the Bonds. (d) It is understood and agreed that all payments made by Borrower pursuant to this Section 3.2 and the Notes are pledged to Trustee pursuant to the granting clauses of the Indenture. Borrower assents to such pledge, and hereby agrees that, as to Trustee, its obligation to make such payments shall be absolute and shall not be subject to any defense or any right of set -off, counterclaim or recoupment arising out of any breach by Issuer or Trustee of any obligation to Borrower, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to Borrower by Issuer. Issuer hereby directs Borrower and Borrower hereby agrees to pay to the Paying Agent at its principal office all amounts payable by Borrower pursuant to this Section 3.2 and the Notes. (e) The obligations of the Borrower to make the required payments and to perform and observe the other agreements on its part shall be absolute and unconditional, irrespective of any defense or any rights of set -off, recoupment or counterclaim it might otherwise have against the Issuer, and the Borrower shall pay absolutely during the term of this Loan Agreement the payments to be made on account of the Loan and all other payments required thereunder free of any deductions and without abatement, diminution or set -off; and until such time as the principal of, premium, if any, and interest on the Series 2011 Bonds shall have been fully paid, or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower: (i) will not suspend or discontinue any payments of the Loan; (ii) will perform and observe all of its other agreements contained in this Loan. Agreement; and (iii) will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, failure of the Borrower to complete the Facilities, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or 9 damage to the Projects or the Facilities, commercial frustration of purpose, any change in the tax laws of the United States of America or of the State of Indiana or any political subdivision of either thereof, or any failure of the Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Loan Agreement or the Indenture. (f) It is understood and agreed that Borrower shall be obligated to continue to pay the amounts specified herein and in the Notes whether or not the Facilities are damaged, destroyed or taken in condemnation and that there shall be no abatement of any such payments and other charges by reason thereof Section 3.3. Maintenance of LLC Existence. The Borrower may consolidate with another entity or permit one or more other entities to consolidate with 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. Section 3.4. Trustee's Right to Perform Borrower's Covenants; Advances. In the event the Borrower shall fail to (i) complete the construction of the Projects, or (ii) fail to make any other payment or perform any other act required to be performed hereunder, then and in each such case the Trustee, upon not less than 5 days' prior written notice to the Borrower may (but shall not be obligated to) remedy such default for the account of the Borrower and make advances for that purpose. No such performance or advance shall operate to release the Borrower from any such default, and any sums so advanced by the Trustee shall be repayable by the Borrower on demand and shall bear interest at the Rate for Advances from the date of the advance until repaid. Section 3.5. Indemnity. The Borrower 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 of any agreement or condition of this Loan Agreement or the Indenture, except by the Issuer or the Trustee; (b) Violation of any contract, agreement or restriction by the Borrower relating to the Projects or the Facilities, or a part thereof; (c) Violation of any law, ordinance or regulation arising out of the ownership, occupancy or use of the Projects or the Facilities, or a part thereof; (d) Any act, failure to act, or misrepresentation by the Borrower, or any of the Borrower's agents, contractors, servants, employees or licensees; (e) The provision of any information or certification furnished by the Borrower to the Bondholders in connection with the issuance and sale of the Series 2011 Bonds, the Projects and the Facilities. 10 The Borrower 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 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. The foregoing shall not be construed to prohibit the Borrower from pursuing its remedies against either the Issuer or the Trustee for damages to the Borrower resulting from personal injury or property damage caused by the intentional misrepresentation or willful misconduct of either the Issuer or the Trustee. Section 3.6. Issuance of Substitute Notes. Upon the surrender of any Note, the Borrower will execute and deliver to the holder thereof a new Note dated the date of the Note being surrendered but with appropriate notations thereon to reflect payments of principal and interest thereon; provided, however, that there shall never be outstanding at any one time more than one Note of any one series. Section 3.7. Payment of Expenses of Issuance of Series 2011 Bonds. The Borrower agrees to be liable for and pay for any filing expenses, trustee's acceptance fees, commitment fees, legal fees, printing expenses and other fees and expenses incurred or to be incurred by or on behalf of the Issuer and the Trustee in connection with or as an incident to the issuance and sale of the Series 2011 Bonds. Pursuant to Section 4.4 of the Indenture, the Issuer has authorized the use of certain proceeds of the Series 2011 Bonds to defray the Borrower's obligations under this Section. Section 3.8. Funding of Indenture Funds; Investments. The Issuer shall deposit with the Trustee all proceeds from the sale of the Series 2011 Bonds in the manner specified in Article 3.1 of the Indenture, and the Trustee shall deposit such proceeds in the manner specified in Article 3.1 of the Indenture. The Borrower and the Issuer agree that all moneys in any Fund established by the Indenture may, at the written direction of the Borrower, be invested in Qualified Investments. The Trustee is hereby authorized to trade with itself in the purchase and sale of securities for such investments. The Trustee shall not be liable or responsible for any loss resulting from any such investment. All such investments shall be held by or under the control of the Trustee and any income resulting therefrom shall be applied in the manner specified in the Indenture. Although the Issuer and the Borrower each recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Issuer and the Borrower hereby agree that confirmations of permitted investments are not 11 required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. Section 3.9. Other Amounts Payable by the Borrower. The Borrower 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 are not available. (b) All reasonable costs incident to the payment of the principal of, premium, if any, and interest on the Series 2011 Bonds as the same become due and payable, including all reasonable costs and expenses in connection with the call, redemption and payment of Series 2011 Bonds to the extent TIF Revenues are not available. (c) An amount sufficient to reimburse the Issuer for all expenses reasonably incurred by the Issuer under this Loan Agreement and in connection with the performance of its obligations under this Loan Agreement or the Indenture. (d) All reasonable expenses incurred in connection with the enforcement of any rights under this Loan Agreement or the Indenture by the Issuer, the Trustee or the Bondholders. (e) All other payments of whatever nature which the Borrower has agreed to pay or assume under the provisions of the Loan Agreement. Notwithstanding anything in this Section 3.09 to the contrary, the Borrower may, without creating an event of default as herein defined, after making the payments required by this Section 3.09, contest in good faith the necessity for any such services, fees, charges or expenses of the Issuer or the Trustee. Section 3.10. Credits on Notes. Notwithstanding any provision contained in this Loan Agreement or in the Indenture to the contrary, in addition to any credits on the Notes resulting from the payment or prepayment thereof from, other sources: (a) subject to the provisions of Article IV with respect to partial prepayment of the Note, any moneys deposited by the Trustee in the Bond Fund for payment on the Bonds (including without limitation any bond proceeds to be used for Capitalized Interest Costs and any TIF Revenues) shall be credited against the obligation of the Borrower to pay the principal, premium, if any, and interest on the Notes as the same become due; and (b) the principal amount of Bonds of any series and maturity acquired by the Borrower and delivered to the Paying Agent, or acquired by the Paying Agent and canceled, shall be credited against the obligation of the Borrower to pay the principal of the Note evidencing the loan made by the Issuer with the proceeds of the sale of Bonds of such series maturing on the maturity date of the Bonds so acquired and delivered or canceled, including in 12 connection with any mandatory sinking fund payment for any series of Bonds subject to a mandatory sinking fund requirement. Section 3.11. Completion of Projects. (a) Borrower agrees that it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, corporations or partnerships and in general do all things which may be requisite or proper, all for constructing and completing the Projects, to the extent permitted by law, which is expected by 20�. In the event the moneys in the Construction Fund should not be sufficient to pay in full the costs to be paid therefrom, the Borrower agrees, for the benefit of the Issuer and the Bondholders and in order to fulfill the purposes of the Act, to complete the construction of the Projects and to pay that portion of the costs therefor as may be in excess of the moneys available therefor in the Construction Fund. The Issuer does not make any warranty, either express or implied, that the moneys, which will be paid into the Construction Fund and which under the provisions of this Loan Agreement will be available for payment of the costs of the construction of the Projects, will be sufficient to pay all the costs which will be incurred in that connection. The Borrower agrees that if after exhaustion of the moneys in the Construction Fund the Borrower should pay pursuant hereto any portion of the Costs of Construction of the Projects, it shall not be entitled to any reimbursement therefor from the Issuer, the Trustee, or the holders of any of the Bonds, nor shall it be entitled to any diminution in or abatement or postponement of the amounts payable hereunder or under the Series 2011 Note. (b) The Issuer has, in the Indenture, authorized and directed Trustee to make payments from the Construction Fund to pay the Costs of Construction, or to reimburse Borrower for any Costs of Construction paid by it. Borrower agrees to direct such requisitions to Trustee as may be necessary to effect payments out of the Construction Fund in accordance with this Section 3.11. (c) The Completion Date shall be evidenced to Trustee and Issuer by a certificate signed by an authorized representative of Borrower stating that, except for amounts retained by Trustee at Borrower's direction for any Costs of Construction not then due and payable or being contested in good faith, (i) the construction of the Projects has been completed and any and all labor, services, materials and supplies used in such construction have been paid for and (ii) all other items necessary in connection with the Projects have been constructed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Upon receipt of such certificate, Trustee shall in accordance with Section 4.4(d) of the Indenture transfer all moneys then in the Construction Fund to a special escrow account within the Bond Fund for redemption, except any amount retained as aforesaid by Trustee for any Costs of Construction. The Trustee shall use any amount transferred to the Bond Fund from the original Loan together with interest thereon to redeem the Series 2011 Bonds as provided in Section 5.1 of the Indenture. 13 Section 3.12. Sale, Substitution, or Lease of Facilities. The Borrower may sell, lease or transfer or otherwise dispose of the Facilities or any portion thereof as shall have been approved by the Requisite Bondholders. (End of Article Ill) 14 ARTICLE IV. PREPAYMENT OF SERIES 2011 NOTE Section 4.1. Optional Prepayment. The Series 2011 Note may be prepaid, in whole or in part, on any date at the principal amount thereof and without premium, plus in each case accrued interest to the date fixed for redemption. In order to exercise such option to prepay the Series 2011 Note, in whole or in part, the Borrower must cause funds to be deposited with the Trustee on or before the date fixed for redemption to pay the principal of, premium, if any, and accrued interest on the portion of the Series 2011 Note to be prepaid and the corollary redemption of the Series 2011 Bonds. Any amount so paid which is less than the full unpaid principal amount of the Series 2011 Bonds shall be credited against the installment or installments of principal due on the Series 2011 Note corresponding to the maturity of the Series 2011 Bonds being redeemed, and shall also be a credit against any mandatory sinking fund obligation and the corresponding Series 2011 Note obligation with thereto in the sequence in which such mandatory sinking fund obligation becomes due. Section 4.2. Mandatory Prepayment. Redemption of Bonds with proceeds derived under Section 3.11 hereof shall be deemed prepayment of the Notes in the same amount as the amount of Bonds redeemed. Section 4.3. Notice of Prepayment. The Borrower shall give the Trustee not less than five (5) days prior written notice of any prepayment of the Series 2011 Note pursuant to Sections 3.11 and 4.1 hereof, which notice shall designate the date of prepayment and the amount thereof, indicate the section or subsection pursuant to which prepayment shall occur, and direct the redemption of the Series 2011 Bonds in the amounts corresponding to the Series 2011 Note to be prepaid. (End of Article IV) 15 ARTICLE V. EVENTS OF DEFAULT AND REMEDIES THEREFOR. Section 5.1. Events of Default. (a) The occurrence and continuance of any of the following events shall constitute an "event of default" hereunder: (i) failure of the Borrower to pay any installment of interest, principal, or any premiums, on any Note when the same shall become due and payable, whether at maturity or upon any date fixed for prepayment or by acceleration or otherwise; (ii) failure of the Borrower to observe and perform any other covenant, condition or provision hereof and to remedy such default within 30 days after notice thereof from the Trustee to the Borrower; (iii) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of its property, or ordering the windup or liquidation of its affairs; or the filing and pendency for thirty days without dismissal of a petition initiating an involuntary case under any other bankruptcy, insolvency or similar law; or (iv) the commencement by the Borrower of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or of any substantial part of its property, or the making of it by any general assignment for the benefit of creditors, or the failure of the Borrower generally to pay its debts as such debts become due, or the taking of corporate action by the Borrower in furtherance of any of the foregoing; or (v) Any event of default under Section 7.1 of the Indenture. (b) During the occurrence and continuance of any event of default hereunder, the Trustee, as assignee of the Issuer pursuant to the Indenture, shall have the rights and remedies hereinafter set forth, in addition to any other remedies herein or by law provided. (c) Upon the occurrence of an event of default described in this Section 5.1: (i) Acceleration. The Trustee shall if any only if directed by Requisite Bondholders, by written notice to the Borrower, declare the principal of the Notes (if not then due and payable), and the interest accrued thereon to be due and payable immediately, and upon any such declaration the principal of the Notes and the interest accrued on the Notes shall become and be immediately due and payable, anything in the 16 Notes or in this Loan Agreement contained to the contrary notwithstanding. The Issuer's obligation to pay TIF Revenues shall not be subject to acceleration. (ii) Right to Bring Suit, Etc. The Trustee, with or without entry, personally or by attorney, shall if and only if directed by the Requisite Bondholders, 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 the Notes, this Loan Agreement or in aid of the execution of any power herein granted, or for any foreclosure hereunder, 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; provided, however that all costs incurred by the Trustee and the Issuer under this Article shall be paid to the Issuer and the Trustee by the Borrower on demand. (iii) Waiver of Events of Default. If after any event of default occurs and prior to the Trustee exercising any of the remedies provided in this Loan Agreement, the Borrower will have completely cured such default, then in every case such default will be waived, rescinded and annulled by the Trustee by written notice given to the Borrower. In addition, if the acceleration of the maturity of the Bonds will have been annulled and rescinded in accordance with the provisions of the Indenture, then the acceleration of all loan payments and any other outstanding indebtedness under this Loan Agreement will likewise be annulled and rescinded. No such waiver, annulment or rescission will affect any subsequent default or impair any right or remedy consequent thereon. Section 5.2. Trustee May Enforce Demand. In case the Borrower shall have failed to pay such principal and interest and other amounts upon demand, the Trustee, in its own name, shall if any only if directed by the Requisite Bondholders institute such actions or proceedings at law or in equity for the collection of the amounts so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect the moneys adjudged or decreed to be payable out of the property of the Borrower wherever situated, in the manner provided by law. The Trustee shall, if permitted by law and directed by the Requisite Bondholders, be entitled to recover judgment as aforesaid either before or after or during the pendency of any proceedings for the enforcement of the lien of this Loan Agreement; and the right of the Trustee, to recover such judgment shall not be affected by the exercise of any other right, power or remedy for the enforcement of the provisions of this Loan Agreement. Any moneys thus collected by the Trustee under this Section shall be applied by the Trustee as follows: FIRST: to the payment of all reasonable advances by the Issuer or by the Trustee with interest at the prime rate of interest charged by the Trustee from time to time, and all reasonable expenses and disbursements. SECOND: to the payment of the amounts then due and unpaid upon the Notes in respect of which such money shall have been collected, ratably and without preference or priority of any 17 kind, according to the amounts due and payable upon the Notes, upon presentation of the Notes and the notation thereon of such payment, if partly paid, and upon surrender thereon if fully paid. Section 5.3. Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee 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 5.4. Delay or Omission Not a Waiver. No delay or omission of the Trustee 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 acquiescence therein; and every power and remedy given by this Loan Agreement to the Trustee may be exercised from time to time and as often as may be deemed expedient by the Trustee. Section 5.5. Waiver of Extension, Appraisement or Stay Laws. To the extent permitted by law, the Borrower will not during the continuance of any event of default hereunder insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of this Loan Agreement; and the Borrower hereby expressly waives all benefits or advantage of any such law or laws and covenants not to hinder, delay or impede the execution of any power herein granted or delegated to the Trustee, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. Section 5.6. Remedies Subject to Provisions of Law. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Loan Agreement invalid or unenforceable under the provisions of any applicable law. (End of Article V) 18 ARTICLE VI. IMMUNITY Section 6.1. Immunity. No covenant or agreement contained in the Bonds, this Loan Agreement or the Indenture shall be deemed to be a covenant or agreement of any member of the Issuer, the Commission, or the Redevelopment Commission or of any officer or employee of the Issuer, the Commission, the Redevelopment Commission or their legislative and fiscal bodies in his or her individual capacity, and neither the members of the Issuer, the Commission, the Redevelopment Commission, nor any officer 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. (End of Article VI) 19 ARTICLE VII. SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT Section 7.1. Supplements and Amendments to this Loan Agreement. Subject to the provisions of Article IX of the Indenture, the Borrower and the Issuer may from time to time enter into such supplements and amendments to this Loan Agreement as to them may seem necessary or desirable to effectuate the purposes or intent hereof. (End of Article VII) 20 ARTICLE VIII. DEFEASANCE Section 8.1. Defeasance. If the Borrower shall pay and discharge or provide, in a manner satisfactory to the Trustee, for the payment and discharge of the whole amount of the Notes at the time outstanding, and shall pay or cause to be paid all other sums payable hereunder, or shall make arrangements satisfactory to the Trustee for such payment and discharge, and if provision shall have been made for the satisfaction and discharge of the Indenture as provided therein, then and in that case, all property, rights and interest hereby conveyed or assigned or pledged shall revert to the Borrower, and the estate, right, title and interest of the Trustee therein shall thereupon cease, terminate and become void; and this Loan Agreement, and the covenants of the Borrower contained herein, shall be discharged and the Trustee in such case on demand of the Borrower and at its cost and expense, shall execute and deliver to the Borrower a proper instrument or proper instruments acknowledging the satisfaction and termination of this Loan Agreement, and shall convey, assign and transfer or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered, to the Borrower, all property, including money, then held by the Trustee together with the Notes marked paid or cancelled. (End of Article VIII) 21 ARTICLE IX. MISCELLANEOUS PROVISIONS Section 9.1. Loan Agreement for Benefit of Parties Hereto. Nothing in this Loan 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, and the holder of the Notes, any right, remedy or claim under or by reason of this Loan Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements in this Loan Agreement contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, the Trustee, and the holder of the Notes. Section 9.2. Severability. In case any one or more of the provisions contained in this Loan Agreement or in the Notes 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. Limitation on Interest. No provisions of this Loan Agreement or of the Notes shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such respect is herein or in the Notes provided for, or shall be adjudicated to be so provided for herein or in the Notes, neither the Borrower nor its successors or assigns shall be obligated to pay such interest in excess of the amount permitted by law, and the right to demand the payment of any such excess shall be and hereby is waived, and this provision shall control any provisions of this Loan Agreement and the Notes inconsistent with this provision. Section 9.4. Addresses for Notice and Demands. 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. The Issuer, the Borrower, the Trustee and the Paying Agent 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 Loan 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 One Civic Square Carmel, Indiana 46032 Attn: Clerk Treasurer Telephone No.: (317) 571 -2414 FAX No.: (317) 571 -2410 22 To the Borrower: ISG Real Estate Investments, LLC To the Trustee: [TRUSTEE] Attn: Corporate Trust Section 9.5. Successors and Assigns. Whenever in this Loan 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 Loan Agreement contained by or on behalf of the Borrower, 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 Borrower may not assign its rights or obligations under this Loan Agreement without the consent of the Bondholders, which may be withheld in their absolute discretion, unless Section 3.3 of this Loan Agreement has been complied with. Section 9.6. Counterparts. This Loan 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 Loan Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but one instrument. Section 9.7. Governing Law. It is the intention of the parties hereto that this Loan Agreement and the rights and obligations of the parties hereunder and the Notes and the rights and obligations of the parties thereunder, shall be governed by and construed and enforced in accordance with, the laws of Indiana. (End of Article IX) 23 IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement to be executed in their respective names, and the Issuer and the Borrower have caused their corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. ISG REAL ESTATE INVESTMENTS, LLC, an Indiana limited liability company By: Printed: Title: (SEAL) Attest: Clerk Treasurer CITY OF CARMEL, INDIANA By: Mayor EXHIBIT A PROJECTS DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS Proposed .Infrastructure Improvements Site work and utility work located on or serving and benefiting parcel 17- 09- 26- 00 -00- 005.003 within the Old Meridian Economic Development .Area. The Old Meridian Economic Development Area is situated at the northeast corner of U.S. 31 and Main Street. EXHIBIT B ISG REAL ESTATE INVESTMENTS, LLC NOTE, SERIES 2011 FOR VALUE RECEIVED, the undersigned, ISG Real Estate Investments, LLC "Borrower a limited liability company organized and existing under the laws of the State of Indiana, hereby promises to pay to the order of the City of Carmel, Indiana "Issuer in immediately available funds, the principal sum of and interest thereon, during the term of the Loan Agreement (the "Loan Agreement dated as of 2011 between Issuer and Borrower, commencing one business day prior to 1, 20_, and on one business day prior to each February 1 and August 1 thereafter, a sum which will equal the principal and interest which will become due on the next day on the Series 2011 Bonds (as hereinafter defined), all subject to the credits described in the Loan Agreement and to the presence of other available money for such installment in the Bond Fund under the Trust Indenture (including without limitation any TIF Revenues) dated as of 2011 between the Issuer and [TRUSTEE], as Trustee (the "Trustee Payments of both principal and interest are to be endorsed to the Trustee, and are to be made directly to the Trustee for the account of the Issuer pursuant to such endorsement. Such endorsement is to be made as security for the payment of the bonds designated "City of Carmel, Indiana Taxable Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project)" (the "Series 2011 Bonds All of the terms, conditions and provisions of the Indenture are, by this reference thereto, incorporated herein as a part of this Note. This Note is issued pursuant to the Loan Agreement, and is entitled to the benefits, and is subject to the conditions thereof. The obligations of Borrower to make the payments required hereunder shall be absolute and unconditional without any defense or right of set -off, counterclaim or recoupment by reason of any default by Issuer under the Loan Agreement or under any other agreement between Borrower and Issuer or out of any indebtedness or liability at any time owing to the Borrower by the Issuer or for any other reason. The principal of this Note is subject to prepayment prior to maturity in the manner stated in the Loan Agreement. In certain events and in the manner set forth in the Loan Agreement, the entire principal amount of this Note and the interest accrued thereon may be declared to be due and payable. In certain events and in the manner set forth in the Loan Agreement, the Borrower shall be obligated to pay additional amounts. The Borrower hereby unconditionally waives diligence, presentment, protest, notice of dishonor and notice of default of the payment of any amount at any time payable to the Issuer under or in connection with this Note. All amounts payable hereunder are payable with reasonable attorneys fees and costs of collection and without relief from valuation and appraisement laws. In any case where the date of payment hereunder shall be in Indianapolis, Indiana, a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then such payment shall be made on the next preceding business day with the same force and effect as if made on the date of payment hereunder. All terms used in this Note which are defined in the Loan Agreement shall have the meanings assigned to them in the Loan Agreement. IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and attested by its duly authorized officer all as of 2011. Issue Date: 2011 ISG REAL ESTATE INVESTMENTS, LLC By: Printed: Title: (SEAL) Attest: Clerk- Treasurer INDSOI AWILL]AMS I264988v2 ENDORSEMENT Pay, without recourse, to [TRUSTEE], as Trustee under the Trust Indenture dated as of 2011, from the undersigned. B -3 CITY OF CARMEL, INDIANA By: Mayor