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Home My WebLink AboutVillage Financial/City Center Garage/Primary Agreement/17,000,000/2011/paid off in refinance • '9t INSTALLMENT PURCHASE AGREEMENT �� Primary /.fr This Installment Purchase Agreement (Primary) (the "Agreement") is executed as of December 1 , 2011, by and between The City of Carmel Redevelopment Commission, a redevelopment commission organized and existing under the laws of the State of Indiana, for and on behalf of the Redevelopment District("CRC"), and Village Financial, LLC (the "Company"). ARTICLE I -DEFINITIONS Act shall mean Indiana Code§36-7-14, as supplemented and amended from time to time. Allocation Area shall mean: (a) the City Center Redevelopment Area (91604 and 91604E); (b) the 126th Street Corridor Economic Development Area(91603 and 91603E);(c)the Old Town Economic Development Area (91610): (d) the Carmel Drive Economic Development Area (91616); (e) the Lauth-Walker Economic Development Area (91617); (f) the Old Town Shoppes Economic Development Area (91618); (g) the Old Methodist Economic Development Area (91620); (h)the Lurie Economic Development Area (91621); (i) the National City Economic Development Area(91627);(j)the Village of West Clay Economic Development Area (91629); (k) the Old Meridian Expansion Economic Development Area (91609 and 91609E); (I) the Illinois Street Economic Development Area and Expansion Areas(91608, 91608E, and 91625); (m)the Hazel Dell North Economic Development Area (91612); and (n) the Hazel Dell South Economic Development Area (91611): as amended from time to time. Allocation Area Increment shall mean any property tax proceeds (i.e., the"increment") from the Allocation Area allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2)of the Act The Allocation Area Increment is sometimes referred to by CRC as the"Big TIF". Amount Attributable to Interest shall mean, for each six-mon0l period ending on an Installment Payment Date, the amount of the Installment Payment due on such date that is comprised of interest that (a) has accrued on the outstanding Amount Attributable to Principal at the LIBOR Based Rate (or, if applicable pursuant to Section 4.1, the Base Rate); and (b) remains unpaid. Amount Attributable to Principal shall mean the amounts specified in Exhibit A as the"Amount Attributable to Principal". Assignment Agreement shall mean the Assignment Agreement dated December ,2011, by and between the Company and the Bank, as amended and supplemented from time to time. Balance shall mean,on any date, the sum of:(a)the portion of the Installment Payments specified in ExhibitA as the Amount Attributable to Principal,which portion has not been paid as of such date; plus(b)the Amount Attributable to Interest that has accrued and remains unpaid to date on such Amount Attributable to Principal. Bank shall mean BMO Harris Bank N.A. Base Rate shall mean, for any day, the rate.per annum equal to the greatest of: (a) the rate of interest announced or otherwise established by the Bank from time to time as its prime commercial rate as in effect on such day, with any change in the Base Rate resulting from a change in such prime commercial rate to be effective as of the date of the relevant change in such prime commercial rate (it being acknowledged and agreed that such rate may not be the Bank's best a lowest rate); (b) the sum of: (i) the rate determined by the Bank to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Bank at approximately10:00 a.m.(Chicago time)(or as soon thereafter as is practicable) on such day(or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by the Bank for sale to the Bank at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined: plus (ii)%:of 1%; and (c) the LIBOR Quoted Rate for such day plus 1.00%. Bonds shall mean all bonds, notes, or similar obligations(but not including Contracts)of CRC, the principal ot, and interest on, which are payable from Allocation Area Increment. Business Day shall mean a day that is not: (a) a Saturday, Sunday, or legal holiday on which banking institutions in: (i)the State of Indiana; or(ii) the city in which the offiee of the Bank is located; are authorized to remain closed; or(b) a day on which the New York Stock Exchange is closed. Casualty Insurance shall mean casualty insurance with respect to the Conveyance Property, the policy of which shall: (a)be issued by a reputable insurance company;'and (b) provide coverage in such amounts as are customary, and against such risks (including damage to, or destruction of, the garage that constitutes a portion of the Conveyance Property) as customarily are covered, in connection with casualty insurance for garages similar to the garage that constitutes a portion of the Conveyance Property. Change Date shall mean the first day of every calendar month occurring after the date hereof. City shall moan the City of Carmel, Indiana. Claims shall mean all claims,advances,damages,losses,costs,and expenses(including,without limitation, reasonable attorneys' fees). Code shall mean the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations in effect with respect thereto. Contract Amount shall mean the sum of all of the Installment Payments. Contracts shall mean all contracts of CRC, payments under which are payable from Allocation Area Increment,excluding:(a)this Agreement;(b)contracts entered into for the continued operations of CRC;and (c) contracts that are not indebtedness under generally accepted accounting principles. Conveyance Property shall mean a portion of the Phase 1 Parking Facilities, which portion: (a) more particularly is described and/or depicted on Exhibit C-2; (b) represents a proportionate share of the Phase 1 Parking Facilities,based upon a purchase price for the entirety of the Phase 1 Parking Facilities equal to Twenty-Two Million Five Hundred Thousand Dollars($22,500,000.00); and (c)when aggregated with the portion of the Phase 1 Parking Facilities being acquired by CRC pursuant to the Secondary Installment Contracts, will result in the acquisition by CRC of the entirety of the Phase 1 Parking Facilities. Conveyance Property Closing Date shall mean the date of the closing with respect to the transfer of the Conveyance Property, which date shall be the date of the execution of this Agreement Debt Service shall mean, for any period, the sum of regular (non-default) Installment Payments for that period. Debt Service/Payment Coverage Ratio shall mean, with respect to a particular period, the ratio of: (a) the following amount: (i) the Allocation Area Increment for that period; plus (ii)the Existing Improvements Increment for that period; minus (iii) the Project Expenses for that period; and (iv) minus the amounts that will be due during that period with respect to the Junior Parity Obligations; to (b) the Debt Service for that period. Event of Default shall have the meaning set forth in Section 8.1. 7lnocumeutx\Shoup,Jenny\City of Carmel\Parcels tpt kLe II 2-5-7-41 I-12-2cmaindtrrl A and C01'slPrtmary Insullmae. Cool,,cPPurking Facilitiv In rtn lLnon Cm:onct-P tin -2- Existing Improvements shall mean buildings and/or parking facilities existing on Parcel 2(Office), Parcel 5, and Parcel 12 on the date hereof. Existing Improvements Increment shall mean that portion of the Increment attributable to Existing Improvements. Increment shall mean the Parcel 2 Office Increment, the Parcel 2 Residential Increment, the Parcel 4 Increment, the Parcel 5 Increment, the Parcel.11 Increment, and/or the Parcel 12 Increment,as the case may be. Increment Reserve shall mean a reserve established with the Bank by, and at the election of, CRC. Increment Reserve Funding Target shall mean One Million Dollars (51,000,000.00). Installment Payment Date shall mean each semi-annual payment date specified on Exhibit A. Installment Payments shall mean the sum of the Amount Attributable to Principal plus the Amount Attributable to Interest. IP Obligation shall mean the obligation of CRC under this Agreement to pay Installment Payments. Junior Parity Obligations shall mean Bonds or Contracts that are payable from the Allocation Area Increment: (a)after payments due with respect to the Senior Debt; but(b) before any other indebtedness or contractual obligations of CRC that are payable from the Allocation Area Increment. Laws shall mean all applicable• ederal, state,or local law,statute,ordinance, rule,or regulation,or any order • or decree of any: (a) governmental agency, board, commission, or department; or (b) other judicial, administrative, or regulatory body. LIBOR Based Rate shall mean a per annum rate of interest equal to the LIBOR Quoted Rate plus 2.8°/. LIBOR.Quoted Rate shall mean, for any day, the rate per annum equal to the quotient of: (a) the rate per annum(rounded upwards, if necessary,to the next higher one hundred thousandth of a percentage point)for deposits in U.S. Dollars for a one-month interest period that appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day); divided by (b) one minus the Reserve Percentage. Master Project Agreement shall mean that certain Master Project Agreement dated August 31. 2006, as amended by: (a)that certain First Amendment to Master Project Agreement dated October 16,2007; (b)that certain Second Amendment to Master Project Agreement dated December 31,2007;and(c)that certain Third Amendment to Master Project Agreement of even date hereof. Net Proceeds shall mean,with respect to the Casualty Insurance or any condemnation award, the proceeds remaining after payment of all expenses(including,without limitation,attorneys'fees)incurred in the collection of such proceeds. Parcel 2 shall mean that certain real estate located in the.City and commonly known as Parcel 2, which real estate is delineated as"Parcel 2" on Exhibit B. Parcel 2 (Office) shall mean that portion of Parcel 2 delineated as"Parcel 2 (Offs e)"on Exhibit B. Parcel 2 Office Increment shall mean the incremental revenue generated from all ad valorem real property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 2 (Office) by the TUbcumentdShoup.JeonpC'ily on:urine! t11 kc I 2-5.7-4-I1-12.Remainder PA and COPS\Prnn,ry I,,smllosnt CenlrectU'arL m g Facilities Installment Cont racrl'riuoa ry..(,.w J -J- applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2) of the Act. Parcel 2(Residential)shall mean that portion of Parcel 2 delineated as"Parcel 2(Residential)"on Exhibit B. Parcel 2 Residential Increment shall mean the incremental revenue generated from all ad valorem real property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 2 (Residential) by the applicable taxing authorities,which revenue is allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2) of the Act. Parcel 4 shall mean that certain real estate located in the City and commonly known as Parcel 4,which real estate is delineated as'Parcel 4" on Exhibit B. Parcel 4 Increment shall mean the incremental revenue generated from all ad valorem real properly taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 4 by the applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2) of the Act. Parcel 5 shall mean that certain real estate located in the City and commonly known as Parcel 5,which real estateis delineated as"Parcel 5"on Exhibit B. Parcel 5 Increment shall mean the incremental revenue generated from all ad valorem real property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 5 by the applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2) of the Act. Parcel 11 shall mean that certain real estate located in the City and commonly known as Parcel 11.which real estate is delineated as"Parcel 11"on Exhibit B. Parcel 11 Increment shall mean the incremental revenue generated from all ad valorem real property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 11 by the applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation.fund therefor under Section 39(b)(2) of the Act. Parcel 12 shall mean that certain real estate located in the City and commonly known as Parcel 12 or the Indiana Design Center, which real estate is delineated as`Parcel 12"on Exhibit B. Parcel 12 Increment shall mean the incremental revenue generated from all ad valorem real property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 12 by the applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund therefor under Section 39(b)(2) of the Act. Parking Management Standards shall mean standards for, and obligations with respect to, managing, maintaining, and operating the Phase 1 Parking Facilities, which standards: (a) shall be at least as high as the standards for maintenance by the City of public parking garages, areas, and amenities; and (b) at the election of CRC or Company, shall be such higher standards as would be applied by Company and/or its affiliates for maintenance of parking garages and surface parking lots serving first-class office and/or retail space. Participation Purchase Agreement sl1 k mean that certain Participation Purchase and Continuing Covenants Agreement dated December u, 2011, executed by an among CRC, Company, and the Bank. Z':dkcuments\Shoup,knny\City nrcarmelWarccls 117l cII 2-5-7-4-I I-17-R,winder PA and CUPsWrimnry Installment Contract Part int,Eacil ic,Innallmmns Consnici-I'rimarynd.wpd -4- Payment Account shall mean an account established by CRC with the Bank, the funds in which may be applied solely to pay the Installment Payments. Permitted Investments shall mean any securities: (a) backed by the full faith and credit of the United States Treasury or fully guaranteed by the United States; and (b) issued by: (i) the United States Treasury; (ii) a federal agency; (iii) a federal instrumentality; or (iv) a federal government sponsored enterprise; which securities at the time of investment are legal investments under the laws of the State of Indiana for the moneys of CRC proposed to be invested therein. Phase 1 Parking Facilities shall mean:(a)underground parking facilities;and(b)Garage entrances and exits. ramps and drives, elevator lobbies, and related facilities (including the ramp providing access to the underground parking facilities); that were constructed on the Phase 1 Site pursuant to the Master Project Agreement and the Phase 1 Project Agreement, together with the real estate on which the foregoing are located. The Phase 1 Parking Facilities are depicted on Exhibit C-1 Phase 1 Project Agreement shall mean that certain Phase 1 Project Agreement executed by and between CRC and Company and dated August 31, 2006, as amended by that certain First Amendment to Phase 1 Project Agreement dated December 31, 2007. Phase 1 Site shall mean that portion of Parcel 5 delineated as the"Phase 1 Site' on Exhibit B. Project Expenses shall mean all expenditures that: (a) are paid (or to be paid) from Allocation Area Increment;and(b)by their terms are not made subordinate to the Junior Parity Obligations. Project Expenses shall include, but not be limited to, payment obligations on Senior Debt. Purchase Price shall mean Seventeen Million Dollars ($17,000,000.90). Redevelopment District shall mean the special taxing district constituted by all of the territory within the. corporate boundaries of the City, established under Section 3(b)of the Act. Reserve Percentage shall mean, for any day, the maximum reserve percentage, expressed as a decimal, at which reserves(including,without limitation,any emergency,marginal,special,and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor)on"eurocurrency liabilities", as defined in such Board's Regulation D (or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor,taking into account any transitional adjustments thereto,without benefit or credit for any prorations, exemptions.or offsets under Regulation D(and adjusted automatically on and as of the effective date of any change in any such reserve percentage). Secondary Installment Contracts shall mean those certain Installment Purchase Agreements(Secondary) of even date herewith executed by and between CRC and Company. The Secondary Installment Contracts are the"Secondary Parking Facilities IC"under the Transaction Agreement. Senior Debt shall mean Bonds or Contracts that are payable from the Allocation Area Increment,which Bonds or Contracts have priority over all other indebtedness or contractual obligations of CRC that are payable trom the Allocation Area Increment_ Special Tax Counsel shall mean any attorney, or firm of attorneys, selected by CRC that: (a) has nationally-recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions; arid (b)is admitted to practice law before the highest court of any state of the United States of America. Tax Certificate shall mean the Arbitrage and Tax Representation Certificate of CRC,dated the Conveyance Property Closing Date. . %1Ootun enl SMup.Jenny1City ar etameN'arrels cll..'/Ua I1 2-5-74-1 I-12-Runaind:r I'A and CDI§Nrimary lnslalimom C'om aeWWarking Pacil iries Installment Cone lei-I'ri a1 nrynfi.tvpd -5- • Transaction Agreement shall mean that certain Transaction Agreement of even date herewith executed by and among CRC, Carmel City Center, LLC,Village Housing Corporation,Village on the Green, LLC, Pedcor Residential, LLC, Pedcor Office, LLC, and Indiana Design Center, LLC. ARTICLE It -REPRESENTATIONS AND WARRANTIES Section 2.1. CRC- CRC makes the following representations: (a) CRC is a redevelopment commission organized and existing under the laws of the State of Indiana. (b) CRC has:(i)full legal right,power,and authority to:(A)enter into this Agreement and carry out its obligations hereunder; and (B)carry out and consummate all other transactions contemplated by this Agreement; arid (ii) complied with the Laws in all matters relating to such transactions. (c) By proper action, CRC has authorized the execution and delivery of, and the performance of its obligations tinder, this Agreement. (d) The execution and delivery of this Agreement by CRC, and the consummation by CRC of the transactions herein contemplated, do not (i) violate any: (A) provision of Law; (e)order of any court or other agency of government by which CRC or any of its properties or assets is bound; or (C) indenture, material agreement, or other instrument to which CRC is a party or by which it or any of its properties or assets is bound; (ii)conflict with, result in a breach of,or constitute a default under any such indenture,agreement,or other instrument; or(iii) result in the creation or imposition of any prohibited lien, charge, or encumbrance of any nature upon any of the properties or assets of CRC. (e) CRC shall not take or, to the extent within its power, permit to be taken, any action that results in the interest paid for the installment purchase of the Conveyance Property under the terms of'this Agreement being included in the gross income of the Bank or its assigns for purposes of federal or State of Indiana incometaxation. (f) CRC has determined that it is necessary and proper that CRC purchase the Conveyance Property in the manner provided for in this Agreement. Section 2.2. The Company. The.Company makes the following representations and warranties: (a) The Company is a limited liability company organized and existing under the laws of the State of Indiana. (b) The Company has: (i) full legal right, power, and authority to: (A) enter into this Agreement and carry out its obligations hereunder; and (B) carry out and consummate all other transactions contemplated by this Agreement; and (ii) complied with the Laws in all matters relating to such transactions. (c) By proper action,the Company has authorized the execution and delivery ot,and the performance of its obligations under, this Agreement. (d) The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions herein contemplated, do not: (i)violate any: (A) provision of Law; (B)order of any court or other agency of government by which the Company or any of its properties or assets is bound; or(C) indenture, material agreement, ].U)ocumentslboup,Jcmy\Clay of Curmcl\Pnrcels Ihncc i I 2-5-7-4-I I-12-Remind r PA and COI'Mi'nmary Inuellmenl Coavacl\Puri in 1:eci1 tic.lmlai marl Co nt rin-I'ri,nary.v*wpc -6- or other instrument to which the Company is a party or by which it or any of its properties or assets is bound; (ii)conflict with, result in a breach of, or constitute a default under any such indenture, agreement, or other instrument; or (iii) result in the creation or imposition of any prohibited lien, charge, or encumbrance of any nature upon any of the properties or assets of the Company. (e) The Company shall not take or,to the extent within its power,permit to be taken,any action that results in the interest paid for the installment purchase of the Conveyance Property under the terms of this Agreement being included in the gross income of the Bank or its assigns for purposes of federal or State of Indiana income taxation. ARTICLE III - SALE AND PURCHASE OF THE CONVEYANCE PROPERTY Subject to the terms and conditions of this Agreement:(a)the Company shall sell to CRC;and(h)CRC shall purchase from the Company; title to the Conveyance Property for the Purchase Price. As provided in Section 9.3,title to the Conveyance Property shall be conveyed to CRC on the Conveyance Property Closing Date. CRC expressly understands and agrees that CRC shall pay the full Contract Amount. ARTICLE IV- INSTALLMENT PAYMENTS Section 4.1 Interest. The Amount Attributable to Principal shall bear interest at the LIBOR Based Rate: provided that, if: (a)LIBOR deposits are not readily available in the London Inter-Bank Offered Rate Market; or(b) adequate and reasonable methods do not exist for ascertaining the rate of interest applicable to such deposits; then interest shall accrue on the Amount Attributable to Principal at a rate equal to the Base Rate. Interest on the Amount Attributable to Principal shall be computed on the basis of a 350-day year for the actual number of days elapsed. The LIBOR Quoted Rate: (a) initially shall be set on the date hereof; and (b) thereafter shall be reset on each Change Date. Accordingly, once set, the LIBOR Quoted Rate_shall remain the set amount until the next occurring Change Date. Section 4.2 Installment Payments. Subject to the terms and conditions of this Agreement(including CRC's right of prepayment pursuant to Article VII), CRC shall pay the Installment Payments to the Company oh the Installment Payment Dates. Each Installment Payment shall be paid to the Company in lawful money of the United States of America. If CRC fails to make any Installment Payment, then: (a) such Installment Payment shall continue as an obligation of CRC until paid in full:and(b)CRC shall pay interest on the unpaid amount of the Installment Payment at a per annum rate equal to the Base Rate plus 4%. Section 4.3 Absolute Obligation. CRC's obligation to make the Installment Payments is absolute and unconditional, and until the Contract Amount is paid in full (or provision for the payment thereof has been made pursuant to Articles VII and IX): (a) CRC shall not discontinue or suspend any Installment Payments that are due and payable by CRC; and (b) no Installment Payment shall be: (i)subject to reduction,whether by offset or otherwise; or (ii) conditional upon the performance or nonperformance by any party of any agreement or any other cause. Section 4.4. Principal and Interest. The obligation of CRC hereunder to pay the Installment Payments shall constitute an"obligation" under Section 1.150-1(b) of the Regulations: (a) the principal of which is the Amount Attributable to Principal; and (b)the interest on which is the Amount Attributable to Interest;although, for purposes of the laws of the State of Indiana, the Amount Attributable to Principal and the Amount Attributable to Interest simply are two amounts that serve as the basis for calculating the Contract Amount and, when aggregated, comprise the Installment Payments. The obligations of CRC under this Agreement are those of a purchaser under an installment purchase agreement of real and personal property. Accordingly, this Agreement is neither'a bond nor a loan to, or borrowing of, CRC. Section 4.5 Sources. The Installment Payments shall be payable solely from: (a) first, the Existing Z:1LtcumenisiShuup.Jenny\City of C:mncl\I'a cell (1'.I)ec I I 247-4-11-12-Remainder l'A and COi's'Primary lar[allmni Cnntr ctWAr ing i.aeililicx lnslallmcm Cant ract-Prinmry.v0.,vpd -7- Improvements Increment (including such amounts thereof as are on deposit in the Payment Account); (b) second, the Increment Reserve, to the extent that CRC elects to maintain the Increment Reserve; and (c)third, the Allocation Area Increment that remains after payment of the Senior Debt and the Junior Parity Obligations. • Section 4-6 Payment Account. Within ten days after receipt thereof, but subject to the other terms and conditions of this Agreement(including CRC's right of prepayment pursuant to Article VII), CRC shall deposit • into the Payment Account the lesser of: (a) all Existing Improvements Increment received by CRC for the immediately preceding semi-annual period;or(b)sufficient Existing Improvements Increment to pay the next due Installment Payment Section 4.7 increment Reserve. CRC has elected to:(a)establish the Increment Reserve;and(b)fund the Increment Reserve up to the Increment Reserve Funding Target by depositing into the Increment Reserve Existing Improvements Increment that remains after deposit of the amount required pursuant to Section 4.5 into the Payment Account. Company acknowledges that, as provided in the Transaction Agreement and notwithstanding anything to the contrary set forth herein:(a)CRC has no obligation to establish the Increment Reserve; (b) CRC, in the exercise of its sole discretion, has elected to establish the Increment Reserve; (c) CRC has no obligation to maintain the Increment Reserve; and (d) CRC, in the exercise of its sole discretion, may elect to abolish the Increment Reserve and/cr use the funds on deposit in the Increment Reserve for any purpose; provided that, if the amount on deposit in the Increment Reserve is reduced below the Increment Reserve Funding Target as a result Of the withdrawal of funds from the Increment Reserve by CRC, then the amount of the Increment Reserve Funding Target shall be reduced dollar for ddllar by the amount of funds withdrawn by CRC. ARTICLE V -SECURITY Section 5.1 Assignment Agreement. Contemporaneously with the execution of this Agreement, the Company shall deliver the Assignment Agreement to the Bank. Section 5.2 Security Interest. To secure its obligations to pay Installment Payments,CRC hereby grants to the Bank a security interest in the Payment Account and all amounts on deposit in-the Payment Account. ARTICLE VI - COVENANTS OF CRC Section 6.1 Compliance. CRC shall: (a) punctually pay the Installment Payments in strict conformity with the terms hereof; (b)faithfully observe and perform all the agreements,covenants,terms,and conditions required to be observed and performed by it pursuant to this Agreement;and(c)not terminate this Agreement for any cause (including, without limitation: (i) any acts or circumstances that may constitute: (A) failure of consideration; (B) destruction of, or damage to, the Conveyance Property; (C) commercial frustration of purpose; or (D) any change in the tax or other laws; (ii) any failure of the Company to observe or perform: (A)any agreement,covenant,term, or condition required to be observed and performed by a pursuant to this Agreement,whether express or implied;or(B)any duty, liability,or obligation arising out of,or connected with, the insolvency, deemed insolvency, bankruptcy, or liquidation of the Company; or (iii) any force majeure, including acts of God, tempest,storm, earthquake,war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lock-outs, lack of transportation facilities,fire,explosion,or acts or regulations of governmental authorities). Section 6.2 Encumbrances. (a) Allocation Area Increment. CRC shalt not pledge or encumber, or grant any lien on, or security interest in,the Allocation Area Increment;provided that CRC,at any time and from time to time, may pledge the Allocation Area Increment to secure payment of any Contracts or Bonds, if such Allocation Area Increment also is pledged to secure payment of the 71Amumenu\Shuap.J enny'Ci ly or GnnclW arccls n?I lcc 11 22-5-7A-11-12-Remainder PA and COI'sW rimary Instillment CnmraeAi'ading Facilities Installment Cnnnact-Princvy.r'L wpd -a�- Installment Payments on a not less than parity basis with payment of such Contracts or Bonds. (b) Bonds and Contracts. (I) CRC shall not issue any Bonds, or enter into any Contracts, the payments under which are superior to the Installment Payments. (ii) CRC may issue Bonds,or enter into Contracts, the payments under which are on parity with the Installment Payments, so long as CRC certifies to the Bank that, after issuing such Bonds or entering into such Contracts, CRC will be able to maintain a Debt Service/Payment Coverage Ratio of at least 1.25:1.0. (iii) CRC may issue Bonds, and enter into Contracts, the payments under which are subordinate to the Installment Payments. Section 6.3 Tax Covenants_ Notwithstanding anything to the contrary set forth herein,absent an opinion of Special Tax Counsel that the exclusion from.gross income of the portion of each Installment Payment constituting interest will not be adversely affected for federal income tax purposes, CRC and the Company covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income, including, without limitation that: (a) Private Activity. CRC and the Company shall not: (i)take.or omit to take, any action; or(ii) make any use of the proceeds of the IP Obligation or of any other funds or property; that would cause the IP Obligation to be a "private activity bond" within the meaning of Section 141 of the Code. (b) Arbitrage. CRC and the Company shall not (i) take, or omit to take, any action; or (ii) make any use of the proceeds of the IP Obligation or of any other funds or property;that would cause the IP Obligation to be an "arbitrage bond"within the meaning of Section 148 of the Code. (c) Federal Guarantee. CRC and the Company shall not: (i) take, or omit to take, any action; or (ii) make any use of the proceeds of the IP Obligation; that would cause the IP Obligation to be"federally guaranteed"within the meaning of Section 149(b) of the Code. (d) Information Reporting. CRC and the Company shall take, or cause to be taken, all necessary action to comply with the informational reporting requirements of Section 149(e) of the Code. (a) Miscellaneous. CRC and the Company shall: (i) not take any action that is inconsistent with the expectations stated in any Tax Certifcate; and (ii) comply with the covenants and requirements stated therein and incorporated by reference herein. If the Company incurs out-of-pocket costs and expenses to comply with the terms and conditions of this Section,then CRC will reimburse the Company for such costs and expenses. This Section,and the covenants set forth herein, shall not be applicable to,and nothing contained herein shall be deemed to prevent CRC and the Company from issuing,obligations,the interestwith respect to which has been determined by Special Tax Counsel to be subject to federal income taxation. Section 6.4 Maintenance/Operation. CRC shall: (a) have the right to occupy, possess, and use the Conveyance Property; (b)maintain and preserve the Conveyance Property in good repair and working order Z\nrxun entslShoup,Jenny\City 4rCxrmel■';irucls 0?1)tt I 1 2-5-7-4-11•13-.'4cnuinder PA anti COI's\ riinaly Installment Controdl'ae ing Pacirilio.InAullmrnl Contract-1'rimary.v6.wpd -r�- • at all times; (c) operate the Conveyance Property; and (d) pay all costs and expenses of operating and maintaining the Conveyance Property as such costs and expenses become due and payable. From and after the execution of the instrument setting forth the Parking Management Standards, CRC shall manage, maintain, and operate the Conveyance Property in accordance with the Parking Management Standards. Section 6.5 Payment of Claims. CRC shall pay and discharge any and all lawful claims for labor, materials.or supplies that, if unpaid, might: (a) become a lien on: (i) the Conveyance Property; (ii) the funds or accounts created hereunder, or (iii) any funds in the hands of CRC or the Bank pledged to pay the Installment Payments;or(b)impair the security of the Installment Payments; provided that CRC shall not be required to pay such claims if the validity thereof shall be contested in good faith. Section 6.6 Compliance with Contracts. CRC shall: (a) not take,oromit to take,any action under any contract, if the effect of such act or failure to act would in any manner impair or adversely affect the ability of CRC to pay Installment Payments;and(b)comply with,keep,observe and perform all agreements,conditions. covenants and terms, express or implied, required to be performed by it contained in all other contracts affecting or involving the Conveyance Property, to the extent that CRC is a party thereto. Section 6.7 Insurance. (a) CRC shall procure and maintain the Casualty Insurance. (b) If there is damage to, or destruction of, the Conveyance Property caused by the perils covered by the Casualty Insurance, then the Net Proceeds shall be applied to the reconstruction, repair, and/or replacement of the damaged or destroyed portion of the Conveyance Property. CRC shall: (i)begin such reconstruction, repair,and/or replacement of the applicable portion of the Conveyance Property promptly after the occurrence of the- damage or destruction; (ii) complete such reconstruction, repair, and/or replacement as expeditiously as possible; and (iii) pay out of such Net Proceeds all costs and expenses in connection with completing such reconstruction, repair, and/or replacements so that the Conveyance Property is free and clear of all claims and liens resulting from such reconstruction, repair, and/or replacements. (c) If the Net Proceeds exceed the costs of the reconstruction, repair, and/or replacement of the damaged or destroyed portion of the Conveyance Properly, then the excess Net Proceeds shall be applied to such fund or account as CRC may direct and as may be permitted by the Laws. (d) Any insurance required to be maintained by this Section may be maintained under a self-insurance program, so long as such self-insurance:.(i) is maintained in the amounts and manner customarily maintained in connection with garages similar to the garage that constitutes a portion of the Conveyance Property; and (ii) in the opinion of an accredited actuary, is actuarially sound. All policies of insurance required to be maintained herein shall provide that CRC and the Company shall begiven 30 days'written notice of any intended cancellation or reduction of coverage. Section 6.8 Condemnation Proceeds. If all or any pad of the Conveyance Property is taken by condemnation proceedings, then the Net Proceeds shall be applied to the replacement of the part of the Conveyance Property taken by condemnation proceedings; provided that, if: (a) all of the Conveyance Property is taken by condemnation proceedings; or(b)as a result of e taking by condemnation proceedings, replacement is not feasible; then the Net Proceeds shall be applied to such fund or account as CRC may direct and as may be permitted by the Laws. Section 6.9 Payment of Taxes. CRC shall pay and discharge when due all taxes, assessments,and Z:\Uccumculs4Shaup.tunny\City orcamci\I',recls I L'nm1 I L5-7-0-II i3-Remainder PA and COPsU'rimary lnsblhecnl Contract i'aainyI':i,t itle..hrstplhncrnContractl',iurrtgvr.wpl -10- other governmental charges that may hereafter be lawfully imposed upon the Conveyance Property or any part thereof CRC shall observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the Conveyance Property or any part thereof; provided that CRC shall not be required to comply with any regulations or requirements so long as the validity or application thereof is contested in good faith. Section 6.10 Records and Reports. CRC shall keep appropriate accounting records in which complete and correct entries shall be made of all transactions by CRC relating to the Conveyance Property, which records shall be available for inspection by the Company at reasonable hours and under reasonable conditions. Section 6.11 Protection of Security. CRC shall: (a) preserve and protect the security hereof and the rights of the Company to the Installment Payments hereunder;and(h)warrant and defend such rights against all claims and demands of all persons. Section 6.12 Further Assurances. 'CRC shall adopt, deliver, execute, and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper: (a) to carry out the intention or to facilitate the performance hereof; and (b) for better assuring and confirming the rights and benefits provided to the Company hereunder. Section 6.13 Indemnities. (a) CRC, if and to the extent permitted by law, shall indemnify and hold harmless the Company from and against all Claims arising out of, or in connection with, the acceptance or the performance of its duties hereunder; provided that no indemnification shall be made for willful misconduct,gross negligence,or a willful breach of an obligation hereunder by the Company. (b) CRC, if and to the extent permitted by law, shall defend against every suit, action, or proceeding at any time brought against the Company in connection with any Claim: (i) arising out of the receipt,application, or disbursement of any of the Installment Payments in accordance with the terms and conditions of this Agreement; or (ii) involving the rights of the Company under this Agreement; provided that the Company,at its election, may appear in and defend on its own behalf any such suit, action, or proceeding. (c) CRC, if and to the extent permitted by law, shall indemnify and hold harmless the Company against any and all Claims arising out of the receipt, application,or disbursement of any of the Installment Payments in accordance with the terms and conditions of this Agreement. If there is litigation to enforce the rights of the Company under this Agreement then, to the extent that such litigation is resolved in favor of the Company, CRC promptly shall reimburse the successful party for the full amount of the reasonable:(i)attorneys'fees; and/or(ii)other expenses; incurred by the prevailing party. (d) The foregoing indemnities shall survive the discharge of this Agreement. ARTICLE VII - PREPAYMENT/PURCHASE Section 7.1 Prepayment. CRC may prepay on any date,in whole or in part,the portion of any Installment Payment constituting the Amount Attributable to Principal at a prepayment price equal to 100%of the amount being prepaid, together with the unpaid interest that has accrued thereon to such date, without any prepayment premium;provided that, notwithstanding any partial prepayment, CRC shall not be relieved of its obligations hereunder, including its obligations with respect to the payment of Installment Payments, until: (a) the Balance has been paid in full; or(b) there is a full discharge pursuant to Section 9.1. tr:U)ucumcnd\sl:oup.Jcmty■City er Cannd\Paarclr 2-5-7-4-1 I-11-hc,nain,kr I'A and 1.•oPstrimary Immllmcm ConinciWarkiny Faci li'.ic,Iretallmc,t C',,,ancl-Pr imary..6.wpd -1 I- Section 7.2 Method. Before making any prepayment pursuant to Section 7.1, CRC shall give written notice to the Company and the Bank specifying: (a) the amount of such prepayment; and (b) the date on which,if all conditions precedent to such prepayment set forth in such notice are satisfied,such prepayment shall be paid, which date shall be not less than six months after the date of such notice. ARTICLE VIII -DEFAULTS AND REMEDIES Section 8.1 Events of Default. Each of the following shall constitute an"Event of Default"by CRG or the Company, as applicable: (a) CRC shall fail to make any Installment Payment required to be made by CRC when due; (b) CRC: (i)pledges any Allocation Area Increment in violation of Subsection 6.2(a);or • (ii) issues any Bonds. or enters into any Contracts, in violation of Subsection 6.2(b). (C) CRC or the Company shall fail to observe or perform any agreement or covenant required by this Agreement to be observed or performed by it (other than the payment of money or a failure of the nature specified in Subsection 8.1(b)), and such failure continues for a period of 60 days after CRC or the Company, respectively, receives written notice of such failure; (d) if: (i) CRC or the Company files a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other Laws;(ii)a court of competent jurisdiction approves a petition filed with or without the consent of CRC or the Company seeking arrangement or reorganization under the federal bankruptcy laws or any other Laws; or(iii)under the provisions of any Law for the relief or aid of debtors,any court of competent jurisdiction assumes custody or control of CRC or the Company, or of the whole or any substantial part of the property of CRC or the Company; or (e) there is an Event of Default by CRC or the Company under the Participation Purchase Agreement. Section 8.2 Acceleration. (a) If there is an Event of Default by CRC, then the Company may accelerate payment of-the Balance by delivery of written notice to CRC. Upon delivery of such notice, the entire unpaid Balance immediately shall be due and payable. (b) If, at any time: (i)after the Company exercises its right to accelerate payment of the Balance; and (ii) before any judgment or decree for the payment of the Balance has been obtained or entered; it is the case that: (i) CRC deposits with the Company a sum sufficient to pay: (A) any overdue Installment Payments, together with interest on any overdue Installment Payments at the rate applicable to such Installment Payments as if paid in accordance with their terms; and (B) the reasonable expenses of the Company; and (ii) either: (A)all other Events of Default by CRC known to the Company have been cured, so that no such Events of Defaults remain outstanding; or(B) CRC shall have instituted a plan for curing such Events of Default that the Company has deemed to be adequate; then the Company shall rescind and annul its acceleration of payment of the Balance; provided that no such rescission and annulment shall: (i)extend to or affect any subsequent Event of Default by CRC;or(ii)impair or exhaust any right or power of the Company as a result of any subsequent Event of Default by CRC. %'.\Uocumenis\Shoup,Jenny\City al Q'.nnel\Parcels 11:1Ihc 1 I 2.5-74-1 I-12-Reminder VA and COPS\Primary Innclln.ni Ccnl:rciU'mk.ngI cili6c, ImtallmunCo,arac1-I'iima'ymt.w;d -I2- Section 8.3 Additional Remedies. (a) Remedies. If there is an Event of Default, then the non-defaulting party, without further notice or demand, shall have the right to exercise any rights and remedies available to it at law or in equity; provided that, notwithstanding any other term Or condition of this Agreement:(i)CRC shall have no right to:(A)terminate this Agreement until:(1)the Contract Amount has been paid in full; or(2)there has been a full discharge pursuant to Section 9.1; or(B)discontinue or suspend payment,or reduce the amount,of any Installment Payments; and(ii)neither Company nor the Bank shall be granted or deemed to be granted the right to: (A)seek a forfeiture of this Agreement; (B)foreclose this Agreement; or(C)otherwise seek in any action at law or in equity to obtain title to, or any lien or interest in title to, the Conveyance Property;all such rights and remedies being waived. The rights and remedies available to the non-defaulting party shall include,without limitation, the following: (i) if the defaulting party has failed to perform any of its obligations under this Agreement, enjoining the failure or specifically enforcing the performance of such obligation; (ii) if the defaulting party has failed to perform any of its obligations under this Agreement(other than the obligation to pay any amounts due to the non-defaulting party), performing the obligation that the defaulting party has failed to perform; provided that the performance by the non-defaulting party of such obligation shall not be construed to be a waiver of the Event of Default; and (iii) by mandamus,or other act ion,proceeding,or suit at law or in equity to: (A) enforce its rights against the defaulting party; and (B) compel the defaulting party to perform and carry out its duties under the Act and/or this Agreement, as applicable. (b) Damages. The non-defaulting party may recover from the defaulting party all damages that the non-defaulting party incurs: (i) by reason of any Event of Default by the defaulting party;and/or(ii)in connection with exercising its rights and remedies with respect to any Event of Default; together with interest thereon. All such amounts shall be due and payable by the defaulting party immediately upon receipt of written demand from the other party, and the obligation of the defaulting party to pay such amounts shall survive the acquisition by CRC of the Conveyance Property. Section 8.4 Application of Funds. If payment of the Balance is accelerated,then all amounts received thereafter as a result of the exercise of any'of the rights or remedies set forth in Section 8.3 shall be applied in the following order: (a) first, without preference or priority (and in the event of any insufficiency of such amounts, ratably, without any discrimination or preference), to the payment of the fees, costs, and expenses of the Company and the Bank,if any(including,without limitation,reasonable compensation to its accountants and counsel); and (b) second, to the payment of the Balance, with interest on any overdue Installment Payments at the rate applicable to such Installment Payments as if paid in accordance with their terms. Section 8.5 No Waiver. Neither: (a)a waiver by either party of an Event of Default; nor(b) an exercise by either party of any right or remedy with respect to an Event of Default; shall be deemed either to: (a) constitute a waiver of any subsequent Event of Default; (b) release or relieve the other party from performing any of its obligations under this A Agreement;or(c)constitute an amendment or modification of this Agreement. If the Company accepts tnstallment Payments during the continuance of an Event of Default by CRC,then such acceptance shall not be construed as a waiver of: (a) such Event of Default; or(b)any right or remedy of the Company with respect to such Event of Default. RDocunlansUhoup,tiny\City oiCarmvIll'arecls ti!I rag 2.5.74-1/.12-Remainder PA and COI'.sM'rimary Invnllumnt C onrmetWakiay Poeili lies iusmll mau Contract-Primnrv.vG r,pd -1.,- Section 8.6 Remedies Not Exclusive. The rights and remedies hereunder are cumulative,and, except as limited by Subsection 8.3(a), no: (a) right or remedy shall be deemed to be, or construed as. exclusive of any other right or remedy hereunder, at law, or in equity; or(b) failure to exercise any right or remedy shall operate to prevent the subsequent exercise of such right or remedy. ARTICLE IX- DISCHARGE OF OBLIGATIONS Section 9.1 Discharge of Obligations. (a) When: (i) all or any portion of the Installment Payments have become due and payable in accordance with this Agreement;or(ii)a written notice of CRC to prepay all or any portion of the Installment Payments has been filed with the Bank; and (b) there has been: (i) deposited with the Bank, at or prior to the Installment Payment Dates or date(or dates)specified for prepayment, in trust for the benefit of the Company or its assigns;and(ii)irrevocably appropriated and set aside to the payment of all or any portion of the Installment Payments:sufficient:(i)funds;and(ii)non-callable Permitted Investments, the principal of, and interest on, which, when due, will provide funds sufficient to pay the Balance on the applicable Installment Payment Dates or prepayment dates,as the case may be; then, and in that event, the right, title, and interest of the Company herein, and the obligations of CRC hereunder, with respect to the Instaliment Payments (or the applicable portion thereof) that have been provided for pursuant to this Section, shall cease,terminate,become void,and be completely discharged and satisfied; other than the right of the Bank, and the obligation of CRC, to have such funds and such Permitted Investments applied to the payment of such Installment Payments. • Section 9.2 Evidence of Discharge. To the extent requested by CRC, Company agrees to execute and deliver to CRC: (a) a quitclaim deed; and/or (h) such other affidavit or instrument as reasonably may be requested by CRC to evidence the satisfaction and termination of this Agreement in the event of a total discharge and satisfaction. Section 9.3 Company Conveyance. On the Conveyance Property Closing Date,Company shall transfer to CRC fee simple title to the Conveyance Property in accordance with the terms and conditions of the Transaction Agreement(including, without limitation, that the deed shall be subject to the requirement that. subsequenttothe Conveyance Property Closing Date,CRC and Company shall execute an instrument setting forth the Parking Management Standards). The transfer of fee simple title of the Conveyance Property to CRC on the Conveyance Property Closing Date shall: (a)not result in a merger of this Agreement into the deed by which CRC receives title to the Conveyance Property, so that this Agreement, and all of the rights of the parties hereunder,shall remain in full force and effect;and(b)have no effect on the obligation of CRC to make the Installment Payments pursuant to the terms and conditions of this Agreement(stated alternatively, it shall not accelerate paymenfol the Contract Amount or decrease the period within which Installment Payments are made). ARTICLE X- MISCELLANEOUS Section 10.1 No Debt. The obligations of CRC under this Agreement: (a) do not constitute a corporate obligation or indebtedness of the City; but (b) are an obligation of CRC, payable solely from: (i) first, the Existing Improvements Increment(including such amounts thereof as are on deposit in the Payment Account); (ii) second, the Increment Reserve, to the extent that CRC elects to maintain the Increment Reserve; and (iii) third, the Allocation Area Increment that remains after payment of the Senior Debt and the Junior Parity Obligations. A M)ocumcnlstil mip, Iiuny\City Areas nal\Pamdx 071 ke!I 2-5.7-0-I 1.12.Rcmumrcr PA and COPs'Primnry I1s10l1 mnl CanicctU•ar$,ns Facilitics Imlaumcnl cnminci-Primaq:vM1.mpd -14- Section 10.2 No Third Party Beneficiary. Nothing contained herein, expressed or implied, is intended to give to any person other than CRC,the Company,or the Bank.any right,remedy,ordain under or pursuant to this Agreement, and any agreement or covenant required herein to be performed by or on behalf of CRC or the Company shall be for the sole and exclusive benefit of CRC, the Company, and/or the Bank, as applicable. Section 10.3 Assignment and Successors. Except for assignments under the Assignment Agreement, the Company shall not assign this Agreement, or any of its rights hereunder,without the prior written consent of CRC. Subject to the foregoing limitation on assignment,whenever either CRC or the Company is named or referred to in this Agreement, such reference shall be deemed to include the successor to the powers, duties, and functions that presently are vested in CRC or the Company, and all agreements and covenants required hereby to be performed by or on behalf of CRC or the Company shall bind and inure to the benefit of the respective successors thereof, whether so expressed or not. CRC hereby: (a) acknowledges and agrees that this Agreement,and its obligations hereunder,will be assigned by the Company to the Bank under the Assignment Agreement; and (b) approves the terms and conditions of the Assignment Agreement. Section 10.4 No Personal Liability. No commissioner, officer,or employee of CRC shall be individually or personally liable for the payment of the Installment Payments. Section 10.5 Construction. This Agreement shall be construed in accordance with the laws of the State of Indiana. The captions of this Agreement are for convenience only, and do not in any way limit or alter the terms and conditions of this Agreement. All exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute but one and the same instrument. Section 10.6 Partial Invalidity. The invalidity or unenforceability of anyterrn orcondition of this Agreement shall not affect the other terms and conditions,and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. Section 10.7 Net Contract. This Agreement shall be deemed and construed to bea net contract,and CRC shall pay absolutely net during the term hereof the Installment Payments and all other payments required hereunder, free of any deductions and without abatement, diminution, or set-off, Section 10.8 Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing,and shall be deemed to have been given when:(a)delivered in person to the other party;(h)sent by facsimile or email,with electronic confirmation of receipt;or(c)sent by national overnight delivery service. with confirmation of receipt,addressed as follows:to CRC at 30 West Main Street,Suite 220,Carmel,Indiana 46032, Facsimile: 317-844-3498, email: loldsecarmel.in.gov, NW: Les Olds, with a copy to: Karl P. Haas, Esq., Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, Facsimile: 317-231-9900, email: kphewshlaw.com and to the Company at 770 3" Avenue Southwest, Carmel, Indiana 46032, Facsimile: 317-587-0340,email: rbrownepedcor.net,Attn:Ron Brown. Ether party may change its address for notice from time to time by delivering notice to the other party as provided above. Section 10.9 Amendments. This Agreement, and the rights and obligations of the Company, CRC, and the Bank,may be modified or amended at any time by a written amendment executed and delivered by CRC, the Company, and the Bank. Section 10.10 Code. This Agreement is intended to be a contract for the purchase of property authorized by Indiana Code§§36-7-14-12.2 and 36-7-14-19. If and to the extent this Agreement is not such a contract, then this Agreement shall be deemed to: (a)include such terms not otherwise included;and(b)exclude such terms not otherwise excluded; as is necessary to cause this Agreement to be such a contract. 9lhuumems\Shoup.Jenny\City of CarmuV'a¢els 1 7.1%c I I 2-5.74-11.I2-1(emainder PA and COPs`?rimary Inxrnll molt _ ConlrreaParki nbl acililics Instil Imm�r conrmc:Prii na ry.v G.wpJ -I)- • IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. THE CITY OF CARMEL REDEVELOPMENT COMMISSION, for and on behalf of the Redevelopment Dist ict II . By: . uLtu 41: it 1141 William Hammer; President VILLAGE FINANCIAL, LLC By: ,42- 7n. _ Dolores M.Krohne,Senior Vice-President ZADocumenls\Shoup.J Tiny\City o1'CanneI1JarccIs 021J.cII 2.5-74-1 I-i2.Rcmalndar PA and COI'.xV'rimary fmlaIi,n.•nI Conrmci'J'iAiny l'acdiricl In%ndlmcw Conlruciaimary..8.wpd -1G- EXHIBIT A Installment Payments Subject to CRC's right of prepayment, as set forth in Article I'll, CRC shall make payments to the Company on the dates set forth in this Exhibit. The amounts specified in Column B constitute the portion of an Installment Payment that is the "Amount Attributable to Principal-- and the date on which an Installment Payment is due is an "Installment Payment Date". A. Installment Payment Date B. Amount Attributable to Principal 15-January 2012 $ 0.00' _15X.—. 2012 _._.... .. _. .._ 0.00' 15-January 2013 0004 15-July 2013 0.00' 15-January 2014 310.966.07 15-July 2014 315.738.54 15-January 2015 320,584.25 15-July 2015 325.504.33 15-January 2016 330,499.92 15-July —_ 2016 - -- 335,572.18 15-January 2017 340,722 28 15-July 2017 — - ------- ----- 345,951.4 3 15-January 2018 351,26(1.82 --- ------- 15-July 2018 356,651-70 15-January 2019 362.125.32 15-July 2019 i 367.682.94 15-January 2020 373,325.85 15-July 2020 379,055.37 15-January 2021 384.872.82 15-July 2021 390,779.55 15-January --- )002 ---� 396,776.94 y` 15-Jul 2022 402,866.36 15-January 2023 — -- ---- .- - - _ 409,049:25 15-July ..__2023 — 415327.02 15-January 2024 421.7(11.14 15-July 2024 428,173.08 15-January 2025 4 34,744.35 15-July — 2025 441416.48 15-January 2026 448.191.00 15-July 2026 — — 455,069.49 15-January 2027 _462,(15 3.54 15-July 2027 469,144.78 Denotes interest only payment. IS-January 2028 476,344.86 15-July 2028 483,655.43 15-January 2029 491,07820 15-July 2029 --- 498,614.89 15-January 2030 506 267.25 15-July_-- 2030 514.037.05 15-January 2031 521.926.10 15-July 2031 529,936.21 15-January 703 538,069.27 15-July 2032 546.327.14 15-January 2033 554,711.75 I5-July 2033 563 225.04 EXHIBIT B Parcel Delineations (Parcel 2, Parcel 2(Office)/(Residential), Parcel 4, Parcel 5, Phase 1 Site, Parcel 11, Parcel 12) • • TV Niemncnu6houp,lvmlyticiiv nICarmeal'arceIs P2nec I I 2-5.7-1-I I-I24temaint]p PA anti CUI41Piimary IminIlmcm Cora me"';,4 my raciliJep Iosml lmunI(''''huet-Pr,'nary.vG wpd -i g- iTh r'R L 2 PRIMARY INSTALLMENT CONTRACT EXHIBIT B II t 4 L 2 F t u bukv ‘,. 1—, 71-1,-,,, ,.... ; '171117 ri 1 , j1 1' : 1 i id 1 li i in ii p:?, , . 1E . .„: : c• c:-. ..::: . .."? ll '2 .• 'r rr-g"lit—rill'illnl"r:dlari-lcI3", '" "4 „ , , q :;„,( :—:--.057.; %111"1tf-11- 1., i ii 1 il i ii i ii 0 , 1 II 1--- ,.. • tLi. Sta4H- .—P--f- E ,171 id 14 I -11-----1,-+:1--.—,1 ,, z--isj , 1 ii i r ; !I I d 1 1:1 1 1 i , I I" _... -, r•'" .I n 11'lc",I('''r IT F71"1-1,71"i a II"1°F I i Irri .,.• ,,,,,,,,y.n.,, „,-,- 4-rreb,.. .;: j-1/1,1 .; -;`----cj I'rj j I 1 1 t . J ..LJ t i . ..,j,j,4_j___I i • ., 1 i t,sj ..c., • • • c... e...,:, c, . 1. ,...,1 . ... .. .7,, I. ;• ;•,-,,_:::.;-1.;.=:;•,.'7.• .,"-n --- : ."1Ii"12:1;rt:Pt'lliTE1.1 1 \ - 1— - ;— 14 [------ri :Fr • z il • = b -. 1-1-tnx_ . -11----1 ,.., 3 .73____A____, f _ 7 . ; :0 .1,1,4 % :...... 1 . vi .-". •0 j11a J -r c. ti=1,(9-.-:-7:F--,:-y-l--d jj. ••-,•,":,,.-t.--.`,.,S-Th„-.L?i—: ' -- _,;I; it'j :L -r41414"A 4,r—jat j co -.• jj,,-6.:,-,t,,,_ ...j. ---eV, 1 , ee-i-n-i-rila7''' 'n wIn." 11 c;i t;`. ,:.: ..-,71`.7- ..---*1 •%# 1 1 --Z.3_ 0 I I . .ntial..,i.i.,11.1„:!.1- 1 \ .....?..-__._ s-_,.....„---n. _,, 2 ..- c. ,, c -1 i - ...." LI 11 LT-.-: 1 ..- • . .. .-.4L., ‘ aL 6 -4,c4V,Vuti- O--1 i UonaW U.Musson Pays I 12/52011 CIUsers l rho)sv0AppDalalLoc ie:wuRllS'indowslTeaparary Internet Piles\Conteni.Outlnotd75DWR3XWtarage bevel and Romp to CRC.doc EXHIBIT C-1 Garage Level Overall and Ramp to CRC A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being further defined from elevation 848.00 (bottom of structural slab) and below(NC1VI) 1929) more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 1g North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Pedeor Office, I LC; ("Grantor") (recorded as Instrument Number 200500045693 in the Office nfthe Recorder of Hamilton County- Indiana) 271.96 feet along the East Line of said Northeast Quarter; thence South 89 degrees 59 minutes 31 seconds West 104.66 feet to the northeastern corner of the garage level exterior walls of an existing seven story building and the POINT OF BEGINNING of this description (the following ninety (90) courses arc along the perimeter of said garage level exterior walls); (one) thence South 00 degrees 00 minutes 29 seconds Fast 80.17 feet; (two)thence North 89 degrees 59 minutes 31 seconds East 39.50 feet; (three) thence South 00 degrees 00 minutes 29 seconds Fast 16.01 feet; (four) thence North 89 degrees 59 minutes 31 seconds East 0.62 feel; (live) thence South 00 degrees 00 minutes 29 seconds East 12-28 feet;(six) thence North 89 degrees 59 minutes 31 seconds East 0.83 feet; (seven) thence South 00 degrees 00 minutes 29 seconds East 4.67 feet; (eight)thence South 89 degrees 59 minutes 31 seconds West 0.33 feet; (nine) thence South 00 degrees 00 minutes 29 seconds East 1.87 feet; (ton) thence South 89 degrees 59 minutes 31 seconds West 0.96 feet; (eleven) thence South 00 degrees 00 minutes 29 seconds East 23.33 feet; (twelve) thence North 89 degrees 59 minutes 31 seconds East 0.96 feet; (thirteen) thence South DO degrees 00 minutes 29 seconds East 6.67 feet; (fou teen) thence South 89 degrees 59 minutes 31 seconds West 0.96 feet; (fifteen) thence South 00 degrees 00 minutes 29 seconds East 23.33 feet; (sixteen) thence North 89 degrees 59 minutes 31 seconds East 0.96 feet; (seventeen) thence South 00 degrees 00 mnutes 29 seconds East 1.87 feet; (eighteen) thence North 89 degrees 59 minutes 31 seconds East 1.00 feet; (nineteen) thence South 00 degrees 00 minutes 29 seconds East 4.67 feet; (twenty) thence South 89 degrees 59 minutes 31 seconds West 1.96 feet; (twenty-one) thence South 00 degrees 00 minutes 29 seconds East 8.10 feet; (twenty-two) thence South 84 degrees 59 minutes 31 seconds West 3.34 feet; (twenty-three) thence South 00 degrees 00 minutes 29 seconds East 6.79 ieet; (twenty-four) thence South 85 degrees 00 minutes 29 seconds.East 3.34 feet; Donald R.Movsnn Page 2 121512011 C:ttscrstrbrowr Mppl)a:aLLOca1\Moe;usoft\WindmrslIemporery Internet Filci&ConteN.IlutlonIAZSDWR3XY\Gnrngc Level and Ramp to CRC,doe (twenty-five) thence South 00 degrees 00 minutes 29 seconds East 8.10 feet; (twenty-six) thence North 89 degrees 59 minutes 31 seconds East 1.96 feet; (twenty-seven)thence South 00 degrees 00 minutes 29 seconds East 4.67 feet; (twenty-eight) thence South 89 degrees 59 minutes 31 seconds West 1.30 feet; (twenty-nine)thence South 00 degrees 00 minutes 29 seconds East 0.36 feet; (thirty) thence South 89 degrees 59 minutes 31 seconds West 3.65 feet; (thirty-one) thence North 00 degrees 00 minutes 29 seconds West 0.36 feet; (thirty-two)thence South 89 degrees 59 minutes 31 seconds West 13.63 feet; (thirty-three) thence South 00 degrees 00 minutes 29 seconds East 28.46 feet; (thirty-four) thence South 89 degrees 59 minutes 31 seconds West 0.09 feet; (thirty-live) thence South 00 degrees 00 minutes 29 seconds East 1.58 feet; (thirty-six) thence South 89 degrees 59 minutes 31 seconds West 0.92 feet; (thirty-seven) thence South 00 degrees 00 minutes 29 seconds East 3.71 feet; (thirty-eight) thence South 89 degrees 59 minutes 31 seconds West 0'_18 feet; (thirty-nine)thence South 00 degrees 00 minutes 29 seconds East 19.00 feet; (forty) thence North 89 degrees 59 minutes 31 seconds East'0.18 feet; (forty-one) thence South 00 degrees 00 minutes 29 seconds East 3.33 feet; (forty-two) thence North 89 degrees 59 minutes 31 seconds East 1.62 feet; (forty-three) thence South 00 degrees 00 minutes 29 seconds East 4.91 feet; (forty-four) thence South 89 degrees 59 minutes 31 seconds West 1.48 feet; (forty-five)thence South 00 degrees 00 minutes 29 seconds East 25,09 feet; (forty-six)thence North 89 degrees 59 minutes 31 seconds East 1.48 feet; (forty-seven) thence South 00 degrees 00 minutes 29 seconds East 4.91 feet; (forty-eight) thence South 89 degrees 59 minutes 31 seconds West 1.60 feet; (forty-nine) thence South 00 degrees 00 minutes 29 seconds East 22.71 feet; (fifty) thence North 89 degrees 59 minutes 31 seconds East t.44 feet; (fifty-one) thence South 00 degrees 00 minutes 29 seconds East 3.33 feet; (fifty-two) thence South 89 degrees 59 minutes 31 seconds West 1.33 feet; (!illy-three) thence South 00 degrees 00 minutes 29 seconds East 0.59 fee.; (fifty-four) thence South 89 degrees 59 minutes 31 seconds West 21.66 feet; (fifty-five) thence South 00 degrees 00 minutes 29 seconds East 9.77 feet; (lofty-six) thence South 89 degrees 59 minutes 31 seconds West 6.72 feet; (fifty-seven) thence South 00 degrees 00 minutes 29 seconds Gast 6.99 feet; (fifty-eight) thence North 89 degrees 59 minutes 31 seconds Fast 4.44 feet; (fitly-nine) thence South 00 degrees 00 minutes 29 seconds East 9.48 feet; (sixty) thence North 89 degrees 59 minutes 31 seconds East 2.09 feet; (sixty-one)thence South 00 degrees 00 minutes 29 seconds East 3.82 feet; (sixty-two) thence North 89 degrees 59 minutes 31 seconds East 7.22 feet; (sixty-three) thence South 00 degrees 00 minutes 29 seconds Gast 0.47 feet: (sixty-four) thence North 89 degrees 59 minutes 31 seconds East 2.91 feet; (sixty-live) thence South 00 degrees00 minutes 29 seconds East 0.94 feet; (sixty-six) thence South 89 degrees 59 minutes 31 seconds West 028 feet; (sixty-seven) thence South 00 degrees 00 minutes 29 seconds Fast 11.61 feet: (sixty-eight) thence North 89 degrees 59 minutes 31 seconds East 0.27 feet; (sixty-nine) thence South 00 degrees 00 minutes 29 seconds East 3.16 feet; lkmald R.Mossun Page 3 1215/201 I C.UlcersvhrorvntAppData\I.oc ilMicrosotl\Windoywi\Yemptrmry Internet F'Iles\ComeuLOuUUnk¢5DWtt3.KYVIRvi e Laval and Ramp to CRC.doc (seventy) thence South 89 degrees 59 minutes 31 seconds West 8.44 feet; (seventy-one) thence South 00 degrees 00 minutes 29 seconds East 75.95 feet; (seventy-Iwo) thence South 89 degrees 59 minutes 31 seconds West 124.83 feet; (seventy-three) thence North 00 degrees 00 minutes 29 seconds West 29.95 feet; (seventy-tour)thence South 89 degrees 59 minutes 31 seconds West 157.33 lest; (seventy-five) thence North 00 degrees 00 minutes 29 seconds West 89.76 feet; (seventy-six) thence North 89 degrees 59 minutes 31 seconds East 17.33 feet; (seventy-seven) thence North 00 degrees 00 minutes 29 seconds West 122.07 feet; (seventy-eight) thence South 89 degrees 59 minutes 31 seconds 'West 20.08 feet; (seventy-nine)thence South 00 degrees 00 minutes 29 seconds Gast 2.07 feet; (eighty) thence South 89 degrees 59 minutes 31 seconds West 20.17 lu;h (eighty-one) thence North 00 degrees 00 minutes 29 seconds West 14.83 feet; (eighty- two) thence North 89 degrees 59 minutes 31 seconds Last 3.25 feet; (eighty-three) thence North 00 degrees 00 minutes 29 seconds West 15.75 feet; (eighty-lour)thence South 89 degrees 59 minutes 31 seconds West 63.00 feet;(eighty-five) thence North 00 degrees 00 minutes 29 seconds West 152.83 feet; (eighty-six) thence North 89 degrees 59 minutes 31 seconds Last 79.50 feet; (eighty-seven) thence North 00 degrees 00 minutes 29 seconds West 30.00 feet; (eighty-eight) thence North 89 degrees 59 minutes 31 seconds Last 63.67 feet; (eighty-nine) thence South 00 degrees 00 minutes 29 seconds East 10.17 Met; (ninety) thence North 89 degrees 59 minutes 31 seconds East 219.67 feet In the POINT OF BEGINNING, containing 1.39.038.5squarefeet (3.192 acres), more or less. ALSO: A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian,Clay Township, Hamilton County, Indiana more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Pedeor Office. L1,C. ("Grantor") (recorded as Instrument Number 200500045693 in the Office of the Recorder of Hamilton County, Indiana) 633.63 feet along the East Line of said Northeast Quarter: thence South 89 degrees 59 minutes 31 seconds West.72.00 feet to the western right-oi way line of Range Line Road and the POINT OF BEGINNING of this description: thence South 00 degrees 13 minutes 54 seconds East 81.28 feet along said western right- of-way line; thence South 89 degrees 59 minutes 31 seconds West 32.39 feet to the southern terminus of Course Number seventy-one as recited in the foregoing 139,038.5 square foot (3.192 acres) description (the following five courses are along said foregoing description); (one) thence North 00 degrees 00 minutes 29 seconds West 75.95 feet;(two) Donald It Moron Pape 4 I2/SOn I I C:t U9erslrbrownbl pf1}ala'd-ocal\Mtcruann\Windnws'TCmponny Haim Files■Cnten1.OutlookV5DWR3XY\Gantge l.:vct and Rmnp to CRC.Aoc thence North 89 degrees 59 minutes 31 seconds East 8.44 feet; (three)thence North 00 degrees 00 minutes 29 seconds West 3.16 feet; (four)thence South 89 degrees 59 minutes 31 seconds West 0.27 feet; (five) thence North 00 degrees 00 minutes 29 seconds West 2.17 feet: thence North 89 degrees 59 minutes 31 seconds East 23.91 feet to the POINT OF BEGINNING, containing 2,575.7 square feet (0.059 acres), more or less EXCEPT: A part ofthe Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being further defined from elevation 831,41 feet(garage floor) to 849.45 (bottom of first floor slab) (NGVD 1929) more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 decrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Pcdcor Office, 1.LC ("Grantor") (recorded as Instrument Number 200500045693 in the Office of the Recorder of Hamilton County, Indiana)353.46 feet along the East Line of said Northeast Quarter; thence South 89 degrees 59 minutes 31 seconds West 74.67 fact to the northeastern corner of the garage floor interior walls of the retail areas known as RA01 through RA04, inclusive,and the POINT OF BEGINNING of this description(the (following seventy- two (72) courses are along the'perimeter of said retail areas); (one)thence South 00 degrees 00 minutes 29 seconds East 28.73 feet; (two)thence North 89 degrees 59 minutes 31 seconds East 4.65 feet; (three) thence South 00 degrees 00 minutes 29 seconds East 91.11 feet; (four) thence South 89 degrees 59 minutes 31 seconds West 14.79 feel; (live) thence South 00 degrees 00 minutes 29 seconds East 2933 feet; (six) thence South 89 degrees 59 minutes 31 seconds West 0.33 feet; (seven) thence North-00 degrees 00 minutes 29 seconds West 0.33 feet; (eight)thence South 89 degrees 59 ninnies 31 seconds West 2.67 feet; (nine)thence South 00 degrees 00 minutes 29 seconds East 2.67 feet; (ten) thence South 89 degrees 59 minutes 31 seconds West 0.21 feet: (eleven) thence South 00 degrees 00 minutes 29 seconds East 86.70 feet; (twelve)thence South 89 degrees 59 minutes 31 seconds West 17.51 feet; (thirteen) thence South 00 degrees 00 minutes 29 seconds East 0.64 feet; (fourteen) thence South 89 degrees 59 minutes 31 seconds West 2.28 feet; (fifteen) thence South 00 degrees 00 minutes 29 seconds East 2.67 feet; (sixteen) thence North 89 degrees 59 minutes 31 seconds East 2.28 feet; (seventeen) thence South 00 degrees 00 minutes 29 seconds East 6.42 feet; (eighteen) thence South 89 degrees 59 minutes 31 seconds West 6.72 feet: (nineteen) thence South 00 degrees 00 minutes 29 seconds East 8.48 feet; (twenty) thence South 89 degrees 59 minutes 31 seconds West 4.09 feet; (twenty-one) thence South 00 degrees 00 minutes 29 Donald ft.Masson Nap 5 1711 2111 CMJ ers4brown\AppDa taiLncat\MicrosufAWindowsVD emponuy Llhrnel Fitei!Cantent.OnUookL?D W I33NWiazagc cce'and Ramp la CRC,doc seconds East 8.50 feet; (twenty-two) thence South 89 degrees 59 minutes 31 seconds west 8.83 feet; (twenty-three) thence North 00 degrees 00 minutes 29 seconds West 6.30 feet; (twenty-four)thence.South 89 degrees 59 minutes 31 seconds West 3.99 teal; (twenty-five) thence North 00 degrees 00 minutes 29 seconds West 5.67 feet; (twenty- six) thence South 89 degrees 59 minutes 31 seconds West 18.01 feet; (twenty-seven) thence North 00 degrees 00 minutes 29 seconds West 11.43 feet; (twenty-eight) thence North 89 degrees 59 minutes 31 seconds East 2.03 feet; (twenty-nine) thence North 00 degrees 00 minutes 29 seconds West 2.03 feet; (thirty) thence North 89 degrees 59 minutes 31 seconds East 7.80 feet; (thirty-one) thence North 00 degrees 00 minutes 29 seconds West 1.20 feet; (thirty-two) thence North 89 degrees 59 minutes 31 seconds East 6.00 feet; (thirty-three)thence North 00 degrees 00 minutes 29 seconds West 10.04 feet; (thirty-four) thence South 89 degrees 59 minutes 31 seconds West 6.00 feet; (thirty-five) thence North 00 degrees 00 minutes 29 seconds West 12.64 feet; (thirty-six) thence South 89 degrees 59 minutes 31 seconds West 17.97 Feet; (thirty-seven) thence North 00 degrees 00 minutes 29 seconds West 48.27 feet; (thirty-eight) thence North 89 degrees 59 minutes 31 seconds East 16.57 feet; (thirty-nine) thence North 00 degrees 00 minutes 29 seconds West 7.46 feet; (forty) thence South 89 degrees 59 minutes 31 seconds West 16.54 feet; (forty-one)thence North 00 degrees 00 minutes 29 seconds West 10.39 feet; (forty-two) thence North 89 degrees 59 minutes 31 seconds East 27.47 feet; (forty-three) thence South 00 degrees 00 minutes 29 seconds East 2.03 feet; (forty-tour) thence North 89 degrees 59 minutes 31 seconds Gast 20.64 feet; (forty-five) thence North 00 degrees 00 minutes 29 seconds West 30.64 feet; (forty-six) thence South 89 degrees 59 minutes 31 seconds West 47.27 feet; (forty-seven) thence North 00 degrees 00 minutes 29 seconds West 31.35 feet; (forty-eight) thence North 89 degrees 59 minutes 31 seconds East 8.67 feet; (forty-nine) thence South 00 degrees 00 minutes 29 seconds East 17.55 Feet; (fifty)thence North 89 degrees 59 minutes 31 seconds East 7.31 feet; (filly-one) thence South 00 degrees 00 minutes 29 seconds East 3.92 feet; (fifty-two) thence North 89 degrees 59 minutes 31 seconds East 8.77 feet; (fi Fry-three) thence North 00 degrees 00 minutes 29 seconds West 41.78 feet; (filly-four) thence South 89 degrees 59 minutes 31 seconds West 3.31 feet; (fitly-five) thence North 00 degrees 00 minutes 29 seconds West 13.92 feet; (fifty-six) thence South 89 degrees 59 minutes 31 seconds West 6.57 feet; (filly-seven) thence North 00 degrees 00 minutes 29 seconds West 12.52 feet; (fitly- eight) thence North 89 degrees 59 minutes 31 seconds East 13.38 feet; (fifty-nine)thence North 00 degrees 00 minutes 29 seconds West 11.26 feet; (sixty) thence North 89 degrees 59 minutes 31 seconds East 1.06 feet; (sixty-one) thence North 00 degrees 00 minutes 29 seconds West 2.03 fact; (sixty-two) thence North 89 degrees 59 minutes 31 seconds East 17.33 feet; (sixty-three) thence South 00 degrees 00 minutes 29 seconds East 2.03 feet; (sixty-four) thence North 89 degrees 59 minutes 31 seconds Fast 2.67 feet; (sixty-five) thence North 00 degrees 00 minutes 29 seconds West 3000 feet; (sixty-six) thence North Donald R.Musson Page 6 111520 I QWse* throw•nt AppDaialLocal\Microsoll\Wmdows\Temporary Internet Files\CRinculOntleokVSOWR NYiUarage Ltvcl;ad Ramp lo CRC.doc 89 degrees 59 minutes 31 seconds East 0.17 feet; (sixty-seven) thence North 00 degrees 00 minutes 29 seconds West 1.50 feet; (sixty-eight) thence North SO degrees 59 minutes 31 seconds East 17.33 feet; (sixty-nine) thence South 00 degrees 00 minutes 29 seconds East L33 feet; (seventy) thence North 59 degrees 59 minutes 31 seconds East 133 fret; (seventy-one)thence North 00 degrees 00 minutes 29 seconds West 1.33 feet:(seventy- two) thence North 89 degrees 59 minutes 31 seconds East 10.65 feet to the Pt)tN'l Or' BEGINNING, containing 13,589.0 square feet, more or less. ALSO EXCEPT: A part of the Northeast Quarter of Section 36, Township 18 North, Range? Last of the Second Principal Meridian, Clay Township, Hamilton County, Indiana. being Further defined from elevation 831 Al that (garage floor)to 850.02(first floor slab) (NGVD 1929), more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 secondsEast (Basis of Bearings assumed from the Quitclaim Deed granted to Pedcor Office, LLC ("Grantor") (recorded us Instrument Number 200500045693 in the Office of the Recorder of llamilton County, Indiana) 510.70 feet along the East.Line of said Northeast Quarter; thence South 89 degrees 59 minutes 31 seconds West 227.31 feet to the northeastern corner of the exterior masonry garage level enclosure below an existing three-story masonry building and the POINT OF BEGINNING of this description(the following sixteen (16) courses are along the exterior perimeter of said masonry garage level); (one thence South 00 degrees 00 minutes 29 seconds East 15.85 feet; (two)thence South 89 degrees 59 minutes 31 seconds West 11,08 feet; (three) thence South 00 degrees 00 minutes 29 seconds East 6.54 feet: (four) thence South 89 degrees 59 minutes 31 seconds West 28.17 feet; (five)thence North 00 degrees 00 minutes 29 seconds West 14.64 feet; (six) thence South 89 degrees 59 minutes 31 seconds West 21.70 feet; (seven) thence North 00 degrees 00 minutes 29 seconds West 14.30 feet; (eight) thence North 89 degrees 59 minutes 31 seconds East 13.20 feet; (nine)thence North 00 degrees 00 minutes 29 seconds West 1.70 feet; (ten) thence North 89 degrees 59 minutes 31 seconds East 18.94 feet; (eleven) thence South 00 degrees 00 minutes 29 seconds East 1.70 feet; (twelve) thence North 89 degrees 59 minutes 31 seconds East 10.20 feet; (thirteen)thence South 00 degrees 00 minutes 29 seconds East 0.17 feet; (fourteen)thence North 89 degrees 59 minutes 31 seconds East I1.14 feet; (fifteen)thence South 00 degrees 00 minutes 29 seconds East 6.37 feet; (sixteen)thence North 89 degrees 59 minutes 31 seconds East 7.48 feet to the POINT OF BEGINNING, containing 1,355.0 square feet, more or less. 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