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Ordinance 005-19RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 62205 OS -19 Ordinance No. Passed AN ORDINANCE AUTHORIZING AND APPROVING AN ENERGY PROJECT COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN, OHIO, THE COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, AND ORIX PUBLIC FINANCE, LLC, A SPECIAL ASSESSMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN, OHIO, THE COUNTY TREASURER OF FRANKLIN COUNTY, OHIO, THE COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, AND ORIX PUBLIC FINANCE, LLC, AND RELATED AGREEMENTS, ALL OF WHICH PROVIDE FOR THE FINANCING OF SPECIAL ENERGY IMPROVEMENTS PROJECTS (BRIDGE PARK D BLOCK PROJECT) WHEREAS, Scioto Tuller Acquisition, LLC and Creekside Acquisition Columbus Associates, LLC (collectively, the "Former Owner") has submitted its Petition for Special Assessments for Special Energy Improvement Projects and Affidavit (the "Petition") in order to provide for the completion of a special energy improvement project on real property owned by the Former Owner in the City of Dublin, Ohio (the "City") ; and WHEREAS, on February i I , 2019, this Council approved the Petition and added the Former Owner's property subject to the Petition to the Columbus Regional Energy Special Improvement District, Inc. (the "District"); and WHEREAS, on February , 2019, this Council duly adopted a resolution declaring the necessity of acquiring, constructing, and improving certain public improvements in the City in cooperation with the District (the "Resolution of Necessity"); and WHEREAS, on February 2019, this , , Council passed Ordinance No. -19 determining to proceed with the Project (as defined in the Resolution of Necessity) and adopted the estimated Special Assessments filed with the Clerk of the Council pursuant to the Resolution of Necessity; and WHEREAS, pursuant to Ordinance No. -19 passed on Februar A , 2019, the p p Y City has levied special assessments against the Property (as defined in the Resolution of Necessity) to pay costs of the special energy improvement project (the "Special Assessments"); WHEREAS, the City intends to enter into an Energy Project Cooperative Agreement (the "Energy Project Cooperative Agreement") with the District, Bridge Park DBlock Commercial Investments, LLC, as successor in interest to the Former Owner (the "Owner"), and ORIX Public Finance, LLC (the "Investor") to provide for, among other things, (i) the making of the Project Advance (as defined in the Energy Project Cooperative Agreement) to pay costs of the Project, (ii) the disbursement of the Project Advance for the acquisition, construction, and improvement of the Project and the transfer of the Special Assessments by the City to the Investor to pay principal and interest and other costs relating to the Project Advance; and RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S Ordinance No. 05-19 P 2 of 3 Pass Uae , WHEREAS, to provide for the security for the Project Advance and for administration of payments on the Project Advance and related matters, the City intends to enter into the Special Assessment Agreement with the County Treasurer of Franklin County, Ohio, the Investor, the District, and the Owner. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio of the elected members concurring that: Section 1. Each capitalized term or definition not otherwise defined in this Ordinance or by reference to another document shall have the meaning assigned to it in the Resolution of Necessity. Section 2. This Council hereby approves the Energy Project Cooperative Agreement, a copy of which is on file in the office of the Clerk of Council. The City Manager shall sign and deliver, in the name and on behalf of the City, the Energy Project Cooperative Agreement, in substantially the form as is now on file with the Clerk of Council. The Energy Project Cooperative Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the City Manager on behalf of the City, all of which shall be conclusively evidenced by the signing of the Energy Project Cooperative Agreement or amendments to the Energy Project Cooperative Agreement. Section 3. This Council hereby approves the Special Assessment Agreement, a copy of which is on file in the office of the Clerk of Council. The City Manager shall sign and deliver, in the name and on behalf of the City, the Special Assessment Agreement, in substantially the form as is now on file with the Clerk of Council. The Special Assessment Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the City Manager- on behalf of the City, all of which shall be conclusively evidenced by the signing of the Special Assessment Agreement or amendments to the Special Assessment Agreement. Section 4. The City is hereby authorized to enter into such other agreements that are not inconsistent with the Resolution of Necessity and this Ordinance and that are approved by the City Manager on behalf of the City, all of which shall be conclusively evidenced by the signing of such agreements or any amendments to such agreements. Section 5. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements including Ohio Revised Code Section 121.22. RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S Ordinance No. 05-19 Page 3 of 3 Passed Section 6. Under Section 4.04 of the Charter of the City, this Ordinance is an Ordinance for improvements petitioned for by owners of the requisite majority (100%) — of the front footage or thA area of the property benefited and to be assessed and shall be in full force and effectj*rmediately upon its passage. ignq'd: ayor — Pkksidin"g Officer Attest: Clerk of Council Passed: February2- 2019 Effective: February, 2019 To: Members of Dublin City Council From: Dana L. McDaniel, City Manage Date: February 5, 2019 Ink*lated By: Colleen Gilger, Director of Economic Development Jeremiah Gracia, Economic Development Administrator Ordinance Nos. 03-19, 04-19 and 05-19 Property Assessed Clean Energy (PACE) Special Improvement for Bridge Park Block D Property Assessed Clean Energy (PACE) programs represent a great mechanism available for financing energy efficiency and renewable energy improvement projects. PACE allows qualifying energy improvements to be financed through assessments on a property owner's real estate tax bill. [A summary of PACE is provided as an attachment to this memo.] The City has no financial obligations with the establishment of a Special Improvement District for this project. The City simply serves as a pass through entity for the project financing. Staff recommends Council approve Resolution Nos. 08-19 and 09-19 on February 11,, 2019 and Ordinances Nos. 03-19, 04-19 and 05-19 on February 25, 2019. Please contact Jeremiah Gracia with any questions. Memo re. PACE fat Bridge Pah Block D Febmary 5, 2019 Page 2 oft WHAT IS PACE? Prood" Assailed ooh Franey IPAc91r a fimiei "dhNM got Nhi beam 111i Nei far e,i all .... y rerecovade,eg eny Ind WIN, on prolem- PAR financly 6 repaid 1111 assessm meon Ne pmpem/s dto del, and Ir processed the, same it at drier b,11 pursue lunefit rm gWewarks, sedi have n far deodes. Ce Mmg o IryWation PME Non Yusad for mmme acrd Nonprofit am mrmetul propani HOW DOES IT WORK? Flt pmgaams are enatlWad of and aalbred to meet region legklatbn a III tNt adnwes M111 leer ho mint FACE progtann ad onal gomnments tare developed a rarlety of Not mldtlnNt nrve teen mmsrfully lmplemmted. Pegadlerr of month, dtere are sareml Feyst arat that Find true for ercry PAR Ni Mary for At parker involved WMofa WMaa's hard and soft costs . • Ng financing terms no m 20" Ins l • Fdly, lrcal and federal rcmtice programs. ratgy pmlHllu tr, , drmani Nfirtd to a property • Then PKE assexmmtls fi4tl when Nelml muddpallryasa leen Ad me,property. WHY IS IT SO POPULAR? Property wmws lave PACE Ni n.. toy an fund prodat mm no ou.W nexced III ort PAR finanthing terms ovi to M yearslfI posslde toureertatr Map rtcvfitr Wt Fare Indiangful ei Ni and a sgnhfiwt Impa onmMne energy savings ex eb a PACE prept... all N,,dien innmi.sssmentpaynn opropelroadn are cnnfiw poldve Immedarey That mean. there rte moeassd 611111 had on lx.p.m on whew oplulinual bNowerexperiamorbuhanessexpandon. wl goeemmme.lme PACE beeou near endi oavelopmentlnaadama lw ,memsmfddngnuaness Inmermmmun" It enmunges new dulms IN uearm Ids IN me bol worki PACE Indent, rdp have, a Ni Ima Nal, III mit NIthmo n,g 11h re IMk n enommtla HOW CAH 1 GET PACE? as for all me Nods and re.wrres Inn nem m get.or�d wnn P[E Check m sse n your art M. weed a Pi statute, and n put art has an Indent pot If nine candmi to fiM and ether, I,,lodal Indi In denlopm.m add we may he i to put pu m Inch wed a iti ,fni WeInk forwii wneanyfiomywi BENEFITS OF PACE PACENation WENIEM Is the her an,l firdi We d o Ii the edocaa ENERGY PROJECT COOPERATIVE AGREEMENT By and between BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC.; BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC; ORIN PUBLIC FINANCE, LLC; and CITY OF DUBLIN, OHIO Dated as of March 2019 BRICKER & ECKLER LLP ENERGY PROJECT COOPERATIVE AGREEMENT THIS ENERGY PROJECT COOPERATIVE AGREEMENT (the Agreement) is made and entered into as of March , 2019, by and between the BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., doing business under the registered trade name COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., a nonprofit corporation and special improvement district duly organized and validly existing under the laws of the State of Ohio (the State) (the ESID), BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Owner), ORIX PUBLIC FINANCE, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Investor), and the CITY OF DUBLIN, OHIO, a municipal corporation duly organized and validly existing under the constitution and laws of the State and its Charter (the City) (the capitalized terms used in this Agreement and not defined in the preamble and recitals have the meanings stated in Exhibit A to this Agreement): A. The ESID was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015. Pursuant to the same action, the Columbus Regional Energy Special Improvement District Program Plan (as amended and supplemented from time to time, the Plan) was adopted as a plan for public improvements and public services under Ohio Revised Code Section 1710.02(F). B. The ESID is an energy special improvement district and nonprofit corporation duly organized and validly existing under the laws of the State of Ohio to further the public purpose of implementing special energy improvement projects pursuant to the authority in Ohio Revised Code Chapter 1710 and Article VIII, Section 20 of the Ohio Constitution. C. On February , 2019, by its Resolution No. [ ]-2019, the City Council of the City (the City Council) approved the Petition for Special Assessments for Special Improvement Projects and Affidavit (the Petition) submitted by the Owner to the City, together with the Supplement to Plan for Bridge Park DBlock, Dublin, Ohio Project (the Supplemental Plan), as a supplement to the Plan. D. Pursuant to the Plan, the ESID, among other services, shall assist property owners, whether private or public, who own real property within participating political subdivisions to obtain financing for special energy improvement projects. E. In order to obtain financing for special energy improvement projects and to create special assessment revenues available to pay and repay the costs of special energy improvement projects, the Petition requested that the City Council levy Special Assessments against the Owner's property as more fully described in the Supplemental Plan. F. The ESID, the Owner, the Investor, and the City (collectively the Parties, and each, a Party) each have determined that the most efficient and effective way to implement the financing, acquisition, construction, equipment, improvement, and installation of energy special improvement projects and to further the public purposes set forth above is through this Agreement, pursuant to the Act and on the terms set forth in this Agreement, with (i) the Investor providing the Project Advance to finance the costs of the special energy improvement projects described in the Supplemental Plan, (ii) the ESID and the Owner cooperating to acquire, construct, equip, improve, and install special energy improvement projects, (iii) the Owner agreeing to make Special Assessment payments in an aggregate amount that will provide revenues sufficient to pay or repay the permitted costs of the special energy improvement projects, (iv) the City agreeing to assign and transfer all Special Assessment payments actually received by the City to the Investor to repay the Project Advance; and (v) the ESID agreeing to assign, transfer, and set over to the Investor any of its right, title, or interest in and to the Special Assessments which it may have by operation of law, this Agreement, or otherwise; provided that a portion of the Special Assessments may be retained by, or payable to, the City or the ESID, all pursuant to and in accordance with this Agreement. G. The Parties each have full right and lawful authority to enter into this Agreement and to perform and observe its provisions on their respective parts to be performed and observed, and have determined to enter into this Agreement to set forth their respective rights, duties, responsibilities, obligations, and contributions with respect to the implementation of special energy improvement projects within the ESID. NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, and agreements contained in this Agreement, the Parties agree as follows; provided, that any obligation of the ESID created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the ESID, or give rise to any pecuniary liability of the ESID, but any such obligation shall be payable solely from the Special Assessments actually received by the ESID, if any; and provided, further, that any obligation of the City created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the City, or give rise to any pecuniary liability of the City, but any such obligation shall be payable solely from the Special Assessments actually received by the City, if any: ARTICLE L DEFINITIONS Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document, words and terms used in this Agreement shall have the meanings set forth in Exhibit A to this Agreement unless the context or use clearly indicates another meaning or intent. Definitions shall apply equally to both the singular and plural forms of any of the words and terms. Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. Section 1.2. Interpretation. Any reference in this Agreement to the ESID, the ESID Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor, or to any member or officer of any of the foregoing, includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. 2 Any reference to a section or provision of the Constitution of the State or the Act, or to a section, provision or chapter of the Ohio Revised Code or any other legislation or to any statute of the United States of America, includes that section, provision, or chapter as amended, modified, revised, supplemented, or superseded from time to time; provided, however, that no amendment, modification, revision, supplement, or superseding section, provision, or chapter shall be applicable solely by reason of this provision if it constitutes in any way an impairment of the rights or obligations of the Parties under this Agreement. Section 1.3. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit, or describe the scope or intent of any of this Agreement's Articles, Sections, subsections, paragraphs, subparagraphs or clauses. ARTICLE II: COOPERATIVE ARRANGEMENTS; ASSIGNMENT OF SPECIAL ASSESSMENTS Section 2.1. Agreement Between the City, the ESID, and the Investor. The Owner and the ESID have requested the assistance of the Investor and the City in the financing of special energy improvement projects within the ESID. For the reasons set forth in this Agreement's Recitals which Recitals are incorporated into this Agreement by this reference as a statement of the public purposes of this Agreement and the intended arrangements among the Parties the City and the ESID have requested the assistance and cooperation of the Investor in the collection and payment of Special Assessments in accordance with this Agreement. The Parties intend this Agreement to be, and it shall be, an agreement among the Parties to cooperate in the financing, acquisition, construction, equipping, improvement, and installation of "special energy improvement projects," pursuant to Ohio Revised Code Chapter 1710, and as that term is defined in Ohio Revised Code Section 1710.01(1). The Parties intend this Agreement's provisions to be, and they shall be construed as, agreements to take effective cooperative action and to safeguard the Parties' interests. Upon the considerations stated above and upon and subject to the terms and conditions of this Agreement, the Investor, on behalf of the Parties, shall make the Project Advance available to the Owner to pay the costs of the Project. The City and the ESID shall assign, transfer, set over, and pay the Special Assessments actually received by the City or the ESID, respectively, to the Investor, to pay the costs of the Project at the times and in the manner provided in this Agreement; provided, however, that the City, the ESID, and the Investor intend that the City shall receive all Special Assessments from the County Treasurer and shall transfer, set over, and pay all Special Assessments received from the County Treasurer directly to the Investor. The City, the ESID, and the Investor further intend and agree that the Investor shall pay to the ESID, out of the Special Assessments received by the Investor, the ESID Fee and the Servicing Fee with each of the semi- annual installments of the Special Assessments; provided, however, that if the amount of Special Assessments received by the Investor in any year are insufficient to pay the principal of, and interest on the Project Advance due in that year and ESID Fee and the Servicing Fee as described in this sentience, the Special Assessments received shall first be applied to the payment of interest on the Project Advance, then to the repayment of the principal of the Project Advance, then to the payment of the ESID Fee, and then to the payment of the Servicing Fee. 3 Notwithstanding anything in this Agreement to the contrary, any obligations of the City under this Agreement, including the obligation to transfer the Special Assessments received by the City to the Investor, shall be a special obligation of the City and shall be required to be made only from Special Assessments actually received by or on behalf of the City, if any. The City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the City's faith and credit or taxing power, and the ESID, the Owner, and the Investor do not have and shall not have any right to have taxes levied by the City for the transfer of the Special Assessments. Section 2.2. Special Assessments: Citv Transfer of Special Assessments. (a) The Special Assessment Proceedings. The City has duly enacted the Special Assessment Proceedings. Pursuant to Ohio Revised Code Section 727.33, the City has certified the Special Assessments to the County Auditor for collection. The Parties agree that the County Auditor shall collect the unpaid Special Assessments with and in the same manner as other real property taxes and pay the amount collected to the City. The Parties intend that the County Auditor and the County Treasurer shall have the duty to collect the Special Assessments through enforcement proceedings in accordance with applicable law. (b) Collection of Delinquent Special Assessments. Subject to the City having received written notice of any Special Assessment delinquency, the ESID and the Investor are hereby authorized to take any and all actions as assignees of and, to the extent required by law, in the name of, for, and on behalf of, the City to collect delinquent Special Assessments levied by the City pursuant to the Special Assessment Act and the Special Assessment Proceedings and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement. (c) Prepayment of Special Assessments. The Parties agree that the Special Assessments assessed against the Property and payable to the City pursuant to the Special Assessment Act and the Special Assessment Proceedings may be prepaid to the Investor by the Owner in accordance with Section 4.7 of this Agreement. Except as set forth in this Section 2.2(c) and Section 4.7 of this Agreement, the Owner shall not prepay any Special Assessments. Notwithstanding the foregoing, if the Owner attempts to cause a prepayment of the Special Assessments by paying to the County Treasurer any amount as a full or partial prepayment of Special Assessments, and if the City shall have knowledge of the same, the City immediately shall notify the Investor, and, unless provided the express written consent of the Investor, the City shall not cause any reduction in the amount of 4 Special Assessments. Except as specifically provided in this Agreement to the contrary, no other action pursuant to any provision of this Agreement shall abate in any way the payment of the Special Assessments by the owners of property or the transfer of the Special Assessments by the City to the Investor. (d) Reduction of Special Assessments. The Parties agree that the Special Assessments may be subject to reduction, but only upon the express written consent or instruction of the Investor. If the Owner causes the Special Assessments to be prepaid in accordance with Sections 2.2(c) and 4.7 of this Agreement, the Investor shall revise the Special Assessments to be collected such that, following such reduction, the amount of Special Assessments remaining to be paid shall be equal to the amounts necessary to pay, as and when due, the remaining outstanding principal of the Project Advance, together with interest at the Applicable Rate, the ESID Fee, the Servicing Fee, and a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties. Upon the City's receipt of the Investor's express written consent or instruction, the City shall certify to the County Auditor, prior to the last date in the then -current tax year on which municipal corporations may certify special assessments to the County Auditor, a reduction in the amount of Special Assessments to be collected. The Parties agree that the Investor may certify any reduction required by this Section 2.2(d) to the County Auditor directly after requesting and receiving the City's consent to certify the reduction on the City's behalf. Notwithstanding anything in this Agreement to the contrary, the City shall not cause any reduction in the amount of Special Assessments without the prior written consent or instruction of the Investor. (e) Assignment of Special Assessments. The City agrees that it shall establish its funds for the collection of the Special Assessments as separate funds maintained on the City's books and records and to be held in the custody of a bank with which the City maintains a depository relationship. The City hereby assigns to the Investor all of its right, title and interest in and to: (i) the Special Assessments received by the City under this Agreement, and (ii) the City's special assessment funds established for the Project; provided, however, such assignment shall not relate to, and the Investor shall have no right, title or interest in any interest earnings which may accrue to the City in respect of the Special Assessments while those Special Assessments are in the City's custody. The City further shall transfer, set over, and pay the Special Assessments and any Delinquency Amounts to the Investor in accordance with this Agreement. The ESID acknowledges and consents to the City's assignment of the Special Assessments to the Investor. The Parties agree that each of the City, the ESID, and the Investor, as assignee of the Special Assessments, is authorized to take any and all actions, whether at law, or in equity, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing any delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the 5 County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. All Parties agree to provide notice to the other Parties within a reasonable period of time following any actions filed to enforce the lien securing any delinquent Special Assessments if such notice is not provided through such action. (f) Transfer of Special Assessments. The parties anticipate that semi-annual installments of the Special Assessments and any Delinquency Amounts will be paid to the City by the County Auditor and the County Treasurer in accordance with Ohio Revised Code Chapters 319, 321, 323, and 727, which, without limiting the generality of the foregoing, contemplates that the County Auditor and County Treasurer will pay the Special Assessments and any Delinquency Amounts to the City on or before May 1 and November 1 of each year. Immediately upon receipt of any moneys received by the City as Special Assessments and any Delinquency Amounts, but in any event not later than June 1 and December 1 of each year, the City shall deliver to the Escrow Agent on behalf of the Investor all such moneys received by the City as Special Assessments and any Delinquency Amounts. The Investor shall provide the City with account and payment information of the Escrow Agent in the form of Exhibit H on the date on which this Agreement becomes effective. The Investor may from time to time provide updated written account and payment information in the form of Exhibit H to the City for the payment of Special Assessments and any Delinquency Amounts, but the City shall maintain its right to send the special assessments by ACH or check in its sole discretion. If at any time during the term of this Agreement the County Auditor agrees, on behalf of the City, to disburse the Special Assessments and any Delinquency Amounts directly to the Investor or its trustee or other designee pursuant to instructions or procedures agreed upon by the County Auditor and the Investor, then, upon each transfer of an installment of the Special Assessments and any Delinquency Amounts from the County Auditor to the Investor or its trustee or other designee, the City shall be deemed to have satisfied all of its obligations under this Agreement to transfer that installment of the Special Assessments and any Delinquency Amounts to the Investor. (g) Repayment of Project Advance. The Investor shall credit, on the dates shown on the Repayment Schedule (which is attached to and incorporated into this Agreement as Exhibit B), Special Assessments in the amounts shown on the Repayment Schedule to the payment of accrued interest on the Project Advance and to the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Investor, on the dates shown on the Repayment Schedule, further shall pay to the ESID, after the payment of accrued interest on the Project Advance and the repayment of the portion of principal of the Project Advance scheduled to be repaid on such date, the ESID Fee and the Servicing Fee, or such lesser amount as may be available from the Special Assessments on the applicable date after the payment of accrued interest on the Project Advance and the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Parties acknowledge and agree that the County Auditor may calculate, charge, and collect a fee on each annual installment of the Special 6 Assessments pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties, and that such fee shall be paid to the County Auditor with the Special Assessments, and that the County Auditor will retain such fee. Section 2.3. Obligations Unconditional: Place of Payments. The City's obligation to transfer the Special Assessments and any Delinquency Amounts to the Investor under Section 2.2 of this Agreement shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the ESID, or the Owner; provided, however, that the City's obligation to transfer the Special Assessments and any Delinquency Amounts is limited to the Special Assessments and any Delinquency Amounts actually received by or on behalf of the City, and nothing in this Agreement shall be construed to obligate the City to transfer or pledge, and the City shall not transfer or pledge any special assessments not related to the ESID. Section 2.4. Appropriation by the City: No Further Obligations. Upon the Parties' execution of this Agreement, all of the Special Assessments and any Delinquency Amounts received or to be received by the City shall be deemed to have been appropriated to pay the City's obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City. During the years during which this Agreement is in effect, the City shall take such further actions as may be necessary or desirable in order to appropriate the transfer of the Special Assessments and any Delinquency Amounts actually received by the City in such amounts and at such times as will be sufficient to enable the City to satisfy its obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City; provided that the City shall not be responsible for the costs and expenses of any collection or enforcement actions, except to the extent of any Special Assessments and any Delinquency Amounts actually received by the City; and provided further that nothing in this paragraph shall be construed as a waiver of the City's right to be indemnified pursuant to Section 6.4 of this Agreement or pursuant to the Special Assessment Agreement. The City shall have no obligation, legally, morally or otherwise, to use or apply to the payment of the Special Assessments and any Delinquency Amounts any funds or revenues from any source other than the moneys received by the City as Special Assessments and any Delinquency Amounts. Section 2.5. Securitv for Advanced Funds. To secure the transfer of the Special Assessments and any Delinquency Amounts by the City to the Investor, and in accordance with the Special Assessment Act and the Special Assessment Proceedings, the ESID hereby assigns, transfers, sets over, and shall pay all of its right, title, and interest in and to the Special Assessments and any Delinquency Amounts related to the ESID actually received by or on behalf of the City to the Investor. The Owner and the City agree and consent to that assignment. ARTICLE III: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS Section 3.1. The Citv's Representations and Warranties. The City represents and warrants that: 7 (a) It is a municipal corporation, duly organized, and validly existing under the Constitution and applicable laws of the State. (b) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the City's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the City and does not and will not conflict with or result in a default under any agreement or instrument to which the City is a party or by which it is bound. (c) It, by proper action, has duly authorized, executed, and delivered this Agreement, and the City has taken all steps necessary to establish this Agreement and the City's covenants and agreements within this Agreement, as valid and binding obligations of the City, enforceable in accordance with their terms. (d) To its knowledge, there is no litigation pending or threatened against or by the City in which an unfavorable ruling or decision would materially adversely affect the City's ability to carry out its obligations under this Agreement. (e) The assignment contained in Section 2.2(e) is a valid and binding obligation of the City with respect to the Special Assessments received by the City under this Agreement. Section 3.2. The ESID's Representations and Warranties. The ESID represents and warrants that: (a) It is a nonprofit corporation and special improvement district, duly organized, and validly existing under the Constitution and applicable laws of the State. (b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the ESID that would impair its ability to carry out its obligations contained in this Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the ESID's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the ESID and does not and will not conflict with or result in a default under any agreement or instrument to which the ESID is a party or by which it is bound. (d) It, by proper action, duly has authorized, executed, and delivered this Agreement, and the ESID has taken and all steps necessary to establish this Agreement and the ESID's covenants and agreements within this Agreement as valid and binding obligations of the ESID, enforceable in accordance with their terms. (e) There is no litigation pending, or to its knowledge threatened, against or by the ESID in which an unfavorable ruling or decision would materially adversely affect the ESID's ability to carry out its obligations under this Agreement. (f) The assignment contained in Section 2.5 is a valid and binding obligation of the ESID with respect to the ESID's right, title and interest in the Special Assessments under this Agreement. Section 3.3. The Owner's Representations and Warranties. The Owner represents and warrants that: (a) It is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State. It has all requisite power to conduct its business as presently conducted and to own, or hold under lease, its assets and properties, and, is duly qualified to do business in all other jurisdictions in which it is required to be qualified, except where failure to be so qualified does not have a material adverse effect on it, and will remain so qualified and in full force and effect during the period during which Special Assessments shall be assessed, due, and payable. (b) It, by proper action, duly has authorized, executed, and delivered this Agreement, and it has taken all steps necessary to establish this Agreement and its covenants and agreements within this Agreement as valid and binding obligations, enforceable in accordance with their terms (c) There are no actions, suits or proceedings pending or, to its knowledge, threatened against or affecting it, the Property, or the Project that, if adversely determined, would individually or in the aggregate materially impair its ability to perform any of its obligations under this Agreement, or materially adversely affect its financial condition (an Action), and during the term of this Agreement, the Owner shall promptly notify the Investor of any Action commenced or to its knowledge threatened against it. (d) It is not in default under this Agreement, and no condition, the continuance in existence of which would constitute a default under this Agreement exists. It is not in default in the payment of any Special Assessments or under any agreement or instrument related to the Special Assessments which has not been waived or allowed. (e) Except for any financing of the Property and the lien related thereto that the Owner has previously disclosed in writing, it has made no contract or arrangement of any kind, other than this Agreement, which has given rise to, or the performance of which by the other party thereto would give rise to, a lien or claim of lien on the Project, except inchoate statutory liens in favor of suppliers, contractors, architects, subcontractors, laborers or materialmen performing work or services or supplying materials in connection with the acquiring, constructing, equipping, installing, and improving of the Project. (f) No representation or warranty made by it contained in this Agreement, and no statement contained in any certificate, schedule, list, financial statement or other instrument furnished to the Investor or the ESID by it or on its behalf contained, as 9 of the date thereof, any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (g) Since the date of the most recent financial statements of the Owner provided to the Investor, there has been no material adverse change in the financial condition of the Owner, nor has the Owner mortgaged, pledged or granted a security interest in or encumbered the Property since such date, except as otherwise disclosed to the Investor in writing, and the financial statements which have been delivered to the Investor prior to the date of this Agreement are true, correct, and current in all material respects and fairly represent the respective financial conditions of the subjects of the financial statements as of the respective dates of the financial statements. (h) The Owner has good and marketable title to its Property, subject only to existing liens, pledges, encumbrances, charges or other restrictions of record previously disclosed by the Owner to the Investor in writing, liens for taxes not yet due and payable, and minor liens of an immaterial nature. (i) The Project complies in all material respects with all applicable zoning, planning, building, environmental and other regulations of each Governmental Authority having jurisdiction of the Project, and all necessary permits, licenses, consents and permissions necessary for the Project have been or will be obtained. (j) The plans and specifications for the Project are satisfactory to the Owner, have been reviewed and approved by the general contractor for the Project, the tenants under any leases which require approval of the plans and specifications, the purchasers under any sales contracts which require approval of the plans and specifications, any architects for the Project, and, to the extent required by applicable law or any effective restrictive covenant, by all Governmental Authorities and the beneficiaries of any such covenants; all construction of the Project, if any, already performed on the Property has been performed on the Property in accordance with such approved plans and specifications and the restrictive covenants applicable to the plans and specifications; there are no structural defects in the Project or violations of any requirement of any Governmental Authorities with respect to the Project; the planned use of the Project complies with applicable zoning ordinances, regulations, and restrictive covenants affecting the Property as well as all environmental, ecological, landmark and other applicable laws and regulations; and all requirements for such use have been satisfied. (k) The Owner has the Required Insurance Coverage and will maintain the Required Insurance Coverage at all times during the term of this Agreement, while any principal of or interest on the Project Advance remains outstanding, and while any Special Assessments remain to be paid. Any return of insurance premium or dividends based upon the Required Insurance Coverage shall be due and payable solely to the Owner or its Lender pursuant to any agreements between the Owner 10 and its Lender, unless such premium shall have been paid by the Investor, in accordance with the distribution priority specified in Section 4.3. (1) Each Disbursement Request Form presented to the Investor, and the receipt of the funds requested by the Disbursement Request Form, shall constitute an affirmation that the representations and warranties contained in this Agreement remain true and correct as of the date of the Disbursement Request Form and the receipt of the funds requested by the Disbursement Request Form. (m) Each of the Property and the Project are, and at all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, used solely for the commercial purposes disclosed by the Owner to the Investor in writing. (n) The Project and the plans and specifications for the Project have been developed pursuant to an energy audit prepared by Energy Optimizers, USA, which energy audit demonstrates that the Project is expected to generate $145,300 in annual energy savings and $11,000 in annual operations and maintenance savings. (o) Each of the components of the Project is a qualified "special energy improvement project" pursuant to the definition of that term in Ohio Revised Code Section 1710.01(I). (p) At all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, the Owner shall comply in all respects with the Special Assessment Act and the Special Assessment Proceedings and shall take any and all action necessary to remain in compliance with the Special Assessment Act and the Special Assessment Proceedings. (q) The Owner has caused the Guarantors to sign and deliver the Completion Guaranty dated as of the date of this Agreement, from the Guarantors, jointly and severally, to the Investor. (r) The Owner has caused the Guarantors to sign and deliver the Payment Guaranty dated as of the date of this Agreement from the Guarantors, jointly and severally, to the Investor. Section 3.4. The Owner's Additional Agreements. The Owner agrees that: (a) It shall not transfer or convey any right, title, or interest, in or to the Property and the Project, except after giving prompt notice of any such transfer or conveyance to the Investor; provided, however, that the foregoing restrictions shall not apply to the grant or conveyance of any leasehold interests, mortgage interest, or lien interest, except as may be otherwise provided in this Agreement. Before or simultaneous with any such transfer or conveyance, the Owner shall (i) execute, 11 cause the transferee or purchaser to execute, and deliver to the Investor, the City, and the ESID a fully executed "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G; and (ii) execute, cause the transferee or purchaser to execute, and deliver to the Investor, an assignment of all construction contracts related to the Project. The Parties acknowledge and agree that the Assignment and Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. (b) It shall pay when due all taxes, assessments, service payments in lieu of taxes, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Property, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the Property. The Owner shall furnish the Investor, upon reasonable request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Owner under this Agreement. The Parties acknowledge and agree that the foregoing obligation is in addition to the Owner's obligation to pay the Special Assessment. (c) It shall not, without the prior written consent of the Investor, cause or agree to the imposition of any special assessments, other than the Special Assessments, on the Property for the purpose of paying the costs of "special energy improvement projects," as that term is defined in Ohio Revised Code Section 1710.01(1), as amended and in effect at the time. (d) It shall promptly pay and discharge all claims for labor performed and material and services furnished in connection with the acquisition, construction, equipping, installation, and improvement of the Project. (e) It shall promptly notify the Investor of any material damage or destruction to the Proj ect. (f) Upon the reasonable request of the Investor, it shall take any actions and execute any further certificates, instruments, agreements, or documents as shall be reasonably necessary in connection with the performance of this Agreement and with the transactions, obligations, and undertakings contained in this Agreement. (g) It does not and will not engage in operations that involve the generation, manufacture, refining, transportation, treatment, storage or handling of hazardous materials or hazardous wastes, as defined in applicable state law, or any other federal, state or local environmental laws or regulations, and neither the Property nor any other of its premises has been so used previously, in each case, except as previously disclosed in writing to the Investor. There are no underground storage tanks located on the Property. There is no past or present non-compliance with environmental laws, or with permits issued pursuant thereto, in connection with the 12 Property, which has not been fully remediated in accordance with environmental laws. There is no environmental remediation required (or anticipated to be required) with respect to the Property. The Owner does not know of, and has not received, any written or oral notice or other communication from any person (including but not limited to a governmental entity) relating to hazardous substances or remediation of hazardous substances, of possible liability of any person pursuant to any environmental law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with the foregoing. ARTICLE IV: PROJECT ADVANCE; CONSTRUCTION OF PROJECT; REPAYMENT Section 4.1. Project Advance. The Investor has made available to the Owner the Project Advance in the amount of $[12,750,000.00], of which $[11,550,000.00] will be available for disbursement out of the Project Account (as defined below), $[300,000.00] shall be used to pay closings costs as provided in Section 4.2 and Exhibit E, and $[900,000.00] will be retained by the Investor as capitalized interest with respect to interest due on the payment dates occurring from June 1, 2019 through December 1, 2020. The Investor shall make disbursements of the $[11,550,000.00] portion of the Project Advance through a segregated account established in the custody of the Investor, which account shall be referred to as the Project Account. Subject to the terms and conditions of this Agreement, the Investor, upon the direction of the Owner, shall disburse amounts on deposit in the Project Account to the Owner or to such parties as may be named by the Owner in order to pay the costs of the Project. If the Project Advance is insufficient to pay the costs of the Project pursuant to this Agreement, the Owner, nevertheless, shall complete the acquisition, construction, equipping, installation, and improvement of the Project, and the Owner shall pay all such additional costs of the Project from its own funds. The Owner shall not be entitled to reimbursement for any such additional costs of the Project, nor shall it be entitled to any abatement, diminution, or postponement of the Special Assessments or an increase in the amount of the Special Assessments. Section 4.2. Disbursements. hi order to cause disbursement of amounts on deposit in the Project Account to pay or reimburse the costs of the Project, the Owner shall submit to the Investor Disbursement Request Forms (a form of which is attached to this Agreement as Exhibit L), which Disbursement Request Forms each shall, in part, set forth the payments or reimbursements requested, and shall be accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. In addition, the following shall occur: (a) With each Disbursement Request Form: (i) The Owner shall deliver to the Investor copies of all related receipts and invoices; (ii) The Owner shall deliver to the Investor, as necessary, information detailing any other sources of funds spent to pay any portion of the costs shown on any related receipts and invoices such that all costs shown on related receipts and invoices, including costs not eligible to be paid from the Project 13 Advance, shall be accounted for either as costs being paid by a disbursement of a portion of the Project Advance or costs being paid by other sources; (iii) The Owner shall deliver to the Escrow Agent, on behalf of the Investor, as necessary, bank information for wiring the amounts requested for disbursement. (b) With the first Disbursement Request Form submitted, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor copies of all construction permits required for the construction of the Project; (ii) The Owner shall deliver to the Investor copies of all agreements with its general contractor for the Project; (iii) The Owner shall deliver to the Investor a construction schedule completed by the general contractor for the Project, which includes an anticipated date of completion of the Project; and (iv) The Owner shall deliver to the Investor copies of all current policies of the Required Insurance Coverage; (v) The construction plans and specifications shall have been approved by the Investor in its reasonable discretion; (vi) The Owner shall deliver to the Investor the written consent of its existing mortgage lender, if any, to the levying, assessment, and collection of the Special Assessments, in the form attached to this Agreement as Exhibit F; (vii) The Investor shall receive the executed Special Assessment Agreement and Owner Consent and evidence that the same has been recorded in the records of the County Recorder with respect to the Property; (viii) The Owner and the ESID shall provide to the Investor original executed copies of this Agreement and any related certificates; (ix) The Investor shall receive the executed Completion Guaranty; and (x) The Investor shall receive the executed Payment Guaranty. (c) With the final Disbursement Request Form, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor the executed certificate in the form attached as Exhibit D to this Agreement; and (ii) The Owner shall deliver to the Investor copies of all completion inspections and closed permits with respect to the Project. Upon its receipt of each completed Disbursement Request Form, the Investor shall approve all or a portion of the payment or reimbursements requested to be disbursed from the Project Account. To the extent the Investor approves the payment or reimbursements requested to be disbursed from the Project Account, the Investor shall, via the Escrow Agent, pay the Owner or such other parties as are indicated on the Disbursement Request Form the amounts described on such Disbursement Request Form which have been approved by the Investor. 14 Additionally, the Escrow Agent shall disburse closing costs related to the financing described in this Agreement in an amount not to exceed $[300,000.00], as detailed in Exhibit E to this Agreement to the parties set forth on Exhibit E to this Agreement. Without limiting the generality of the foregoing, disbursements made pursuant to this paragraph may be for fees to the Investor, fees to the ESID, legal fees, advisory fees, fees to the City, and other closing costs or contingencies. Section 4.3. Casualties and Takings. The Owner shall promptly notify the Investor if the Project is damaged or destroyed by fire, casualty, injury or any other cause (each such occurrence, a Casualty). Upon the occurrence of such Casualty, the Owner's Lender, if any, may elect, in its sole discretion and judgment, to restore the Property and the Project or to terminate the construction of the Project, and in either case, to direct the application of the insurance proceeds pursuant to the terms of Owner's Lender's agreement with the Owner; provided, that if there are insurance proceeds resulting from or attributable to the Project and it is not prohibited by the Owner's Lender's agreement with the Owner, then the insurance proceeds resulting from or attributable to the Project shall be used to repay the Special Assessments; provided, further, that if the insurance proceeds are not used to restore the Property and the Project, insurance proceeds will be distributed first to Owner's Lender pursuant to its agreements with the Owner, and next to the Investor for repayment of the outstanding balance of the Special Assessments and any related fees, and any excess proceeds will be paid to the Owner. Upon the occurrence of a Casualty, if no Person is a Lender at the time of such Casualty, the insurance proceeds shall be applied to pay the costs of the restoration of the Project or to the repayment of the outstanding balance of the Special Assessments, and in which case the Investor shall remain obligated to make disbursements of up to the total amount of the Project Advance in accordance with this Agreement. In the event restoration of the Project or the Property is pursued, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, said insurance proceeds are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event any part of the Property or the Project shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain (a Taking), the Owner's Lender, if any, may elect, in its sole discretion and judgment, not to restore the Property or the Project or to restore the Property or the Project, and in either case, to direct the application of the proceeds of the Taking pursuant to the terms of its agreements with the Owner. If the Lender determines not to restore the Property or the Project and release funds related thereto to the Owner, the Investor's obligation to make disbursements under this Agreement shall be terminated. If the Lender determines to restore the Property and the Project, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with 15 the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event that no Person is a Lender at the time of such Taking, the Investor's obligation to make disbursements under this Agreement shall be terminated unless the Property and the Project can be replaced and restored in a manner which will enable the Project to be functionally and economically utilized and occupied as originally intended. If the Property and the Project can be so restored, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications, and the Investor shall release the funds for such purpose. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. Section 4.4. Eligible Costs. The costs of the Project which are eligible for payment or reimbursement pursuant to this Agreement include the following: (a) costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation, and improvement of the Project, including without limitation, costs incurred in respect of the Project for preliminary planning and studies; architectural, legal, engineering, surveying, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (b) financial, legal, recording, title, accounting, and printing and engraving fees, charges and expenses, and all other fees, charges and expenses incurred in connection with the financing described in this Agreement; (c) premiums attributable to any surety and payment and performance bonds and insurance required to be taken out and maintained until the date on which each Project is final and complete; (d) taxes, assessments and other governmental charges in respect of the Project that may become due and payable until the date on which each Project is final and complete; (e) costs, including, without limitation, attorney's fees, incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project; and (f) any other incidental or necessary costs, expenses, fees and charges properly chargeable to the cost of the acquisition, construction, equipment, installation, and improvement of the Project. Section 4.5. Completion of Project: Inspection. The Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be 16 unreasonably withheld, shall acquire, construct, equip, install, and improve the Project with Project Advance with Reasonable Dispatch, (b) subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Owner in connection with that acquisition, construction, equipment, installation, and improvement from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, construction, equipment, installation, and improvement of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Project is to be owned by the Owner and any contracts made by the Owner with respect to the Project or any work to be done by the Owner on or with respect to the Project are made or done by the Owner on its own behalf and not as agent or contractor for the ESID. During the period of construction, acquisition, equipping, installation, and improvement of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to denythe request for a Project Advance pursuant to Article IV of this Agreement if (A) such inspection reveals that construction is not proceeding with Reasonable Dispatch, or (B) all undisbursed sources available for the Project are less than the amount necessary, based on Investor's reasonable estimates, to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor. If, in the Investor's opinion, after 30 days' written notice to the Owner, the construction is not proceeding with Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) require that the Owner deposit funds with the Investor in the amount necessary, as reasonably determined by the Investor, such that such deposit and all other undisbursed sources available for the Project equal or exceed the amount necessary to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor, (iii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, and/or (iv) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor of the Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Owner stating: (a) the date on which the acquisition, construction, equipping, installation, and improvement of the Project was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Owner has no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications, permits, and budget forthe Project approved by the Investor; (c) that the Owner has complied, and will continue to comply with all applicable statutes, regulations, and ordinances in 17 connection with the Property and the construction of the Project; (d) that the Owner holds fee ownership of the Property; (e) that the general contractor for the project has not offered the Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date. Section 4.6. Repavment. The Parties acknowledge that pursuant to this Agreement, the Project Advance is expected to be repaid by the Special Assessments. The Parties agree that the Special Assessments have been levied and certified to the County Auditor in the amounts necessary to amortize the Project Advance, together with interest atthe Applicable Rate, the ESID Fee, the Servicing Fee. The Parties further acknowledge that in addition to the amount of the Special Assessments and other related interest, fees, and penalties, the County Auditor may charge and collect a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36. Interest shall accrue on so much of the amount of the Project Advance as shall have been disbursed under this Agreement from the date of disbursement; provided, however, that a portion of the Project Advance may be used to pay interest accruing and due and payable on the Project Advance prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City. The Parties acknowledge and agree that the total amount of the Project Advance includes an assumed amount of interest to be paid out of the Project Advance for interest accruing and due and payable prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City, but that in the event that the entire amount so assumed is not necessary to pay interest based on the disbursement of the Project Advance, any excess amount of the Project Advance shall be available for, and shall be used to pay, eligible costs of the Project. The Owner agrees to pay, as and when due, all Special Assessments with respect to its Property. Notwithstanding anything in this Section 4.6 or this Agreement to the contrary, the Parties acknowledge and agree that, pursuant to the laws of the State, the Special Assessments to be collected by the County Treasurer which as of the relevant date are not yet due and payable never shall be accelerated, and the lien of the Special Assessments never shall exceed the amount of Special Assessments which, as of the relevant date, are due and payable but remain unpaid. Section 4.7. Prepayment. Until the third anniversary of the date of this Agreement, the Project Advance may not be prepaid. At any time after the third anniversary of the date of this Agreement and before the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 101% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. At anytime after the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 100% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. Prior to and as a condition to any 18 prepayment by the Owner, the Owner must provide written notice to the Investor of its intent to prepay all or any portion of the Project Advance not less than 60 days prior to the date anticipated for such prepayment. Immediately upon any prepayment pursuant to this Section 4.7, the Investor shall notify the City of the prepayment, and the Owner, the Investor, and the City shall cooperate to reduce the amount of Special Assessments to be collected by the County Auditor pursuant to Section 2.2(d) of this Agreement. Section 4.8. Payment of Fees and Expenses. If an Event of Default on the part of the Owner should occur under this Agreement such that the ESID, the Investor, or the City should incur expenses, including but not limited to attorneys' fees, in connection with the enforcement of this Agreement or the collection of sums due under this Agreement, the Owner shall reimburse the ESID, the Investor, and the City, as applicable, for any reasonable out-of-pocket expenses so incurred upon demand. If any such expenses are not so reimbursed, the amount of such expenses, together with interest on such amount from the date of demand for payment at an annual rate equal to the lesser of 10% or the maximum rate allowable by law shall constitute indebtedness under this Agreement, and the ESID, the Investor, and the City, as applicable, shall be entitled to seek the recovery of those expenses in such action except as limited by law or by judicial order or decision entered in such proceedings. Section 4.9. Further Assurances. Upon the request of the Investor, the Owner shall take any actions and execute any further documents as the Investor deems necessary or appropriate to carry out the purposes of this Agreement. ARTICLE V: EVENTS OF DEFAULT AND REMEDIES Section 5.1. Events of Default. If any of the following shall occur, such occurrence shall be an Event of Default under this Agreement: (a) The Owner shall fail to pay an installment of the Special Assessments when due, after taking into account all applicable extensions; (b) The City shall fail to appropriate in any fiscal year the Special Assessments payable to the Investor pursuant to this Agreement in such fiscal year, or shall fail to transfer, or cause the transfer of, any of the Special Assessments to the Investor within the time specified in this Agreement; (c) Any Party is in material breach of its representations or warranties under this Agreement; provided, however, that upon the material breach of a Party's representations or warranties under this Agreement, such Party shall have the right to cure such breach within 5 days of the receipt of notice, and, if so cured, such breach shall not constitute an Event of Default; (d) The ESID, the Owner, or the City, shall fail to observe and perform any other agreement, term, or condition contained in this Agreement, and the continuation of such failure for a period of 30 days after written notice of such failure shall have 19 been given to the ESID, the Owner, or the City, as applicable, by any other Party to this Agreement, or for such longer period to which the notifying Party may agree in writing; provided, however, that if the failure is other than the payment of money, and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the ESID, an Owner, or the City, as applicable, institutes curative action within the applicable period and diligently pursues that action to completion; (e) The Owner abandons its Property or the Project; (f) The Owner commits waste upon its Property or the Project; (g) At any time prior to the termination of the Payment Guaranty or the Completion Guaranty, as applicable, any of the Guarantors dies, and the Owner fails to secure a replacement guarantor approved by the Investor who shall assume the obligations of the deceased Guarantor within 90 days following the Guarantor's death on the terms approved by the Investor; (h) The Owner becomes bankrupt or insolvent or files or has filed against it (and such action is not stayed or dismissed within 90 days) a petition in bankruptcy or for reorganization or arrangement or other relief under the bankruptcy laws or any similar state law or makes a general assignment for the benefit of creditors; or (i) Any workmanship or materials constituting a portion of the Proj ect or incorporated into the Project shall be materially defective and shall not be corrected within 30 days after notice. The declaration of an Event of Default above, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings. Promptly upon any non -defaulting Party becoming aware that an Event of Default has occurred, such Party shall deliver notice of such Event of Default to each other Party under this Agreement in accordance with the notice procedures described in Section 6.5 of this Agreement. Section 5.2. Remedies on Default. Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) Upon an Event of Default described in Section 5.1(a) only, the Investor shall become entitled to receive any Delinquency Amounts actually received by the City. (b) The ESID, the Investor, and the City, together or separately, may pursue all remedies now or later existing at law or in equity to collect all amounts due and to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of any of the Parties, as applicable, under this Agreement, including enforcement under Ohio Revised Code Chapter 2731 of 20 duties resulting from an office, trust, or station upon the ESID or the City, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. (c) Any Party may pursue any other remedy which it may have, whether at law, in equity, or otherwise, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. Notwithstanding the foregoing, each of the ESID, the City, and the Investor shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to it by the Owner at no cost or expense to the ESID, the City, or the Investor. Section 5.3. Foreclosure. Pursuant to Section 2.1 of the Special Assessment Agreement by and among the County Treasurer, the City, the ESID, the Investor, and the Owner and dated as of the date of this Agreement (the Special Assessment Agreement), the County Treasurer has agreed not to confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the ESID to the County Treasurer pursuant to the records of the County Treasurer without the consent of the ESID and the Investor. The ESID hereby agrees that in the event it is asked to provide its consent in accordance with Section 2. 1, it will notify the Investor of such request, and it will not provide its consent pursuant to Section 2.1 of the Special Assessment Agreement without the Investor's prior written direction. Section 5.4. No Remedy Exclusive. No remedy conferred upon or reserved to the Parties by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, or now or later existing at law, in equity or by statute; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power nor shall be construed to be a waiver, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Parties to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made in this Agreement. 21 Section 5.5. No Waiver. No failure by a Party to insist upon the strict performance by the other Parties of any provision of this Agreement shall constitute a waiver of such Party's right to strict performance; and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Parties to observe or comply with any provision of this Agreement. Section 5.6. Notice of Default. Any Party to this Agreement shall notify every other Party to this Agreement immediately if it becomes aware of the occurrence of any Event of Default or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default. Section 5.7. Right of Senior Lender to Cure Events of Default. Notwithstanding anything contained in this Agreement to the contrary, if an Event of Default occurs, then the Investor shall provide any Lender with a copy of any written notice of the Event of Default sent to the Owner contemporaneously with the giving of such notice to the Owner, and if such default is curable, shall permit the Lender the option (but not the obligation) to cure the default within the time period, if any, specified for cure under this Agreement; provided, however, that the Lender shall have 30 additional days beyond the time period, if any, specified for cure in this Agreement within which to effect a cure of such default, or if such default cannot reasonably be cured by the Lender within such 30 day period, such additional time as the Lender reasonably requires provided that the Lender has commenced efforts to cure such default and is diligently pursuing such cure, and provided further that such additional time shall not be longer than 90 days. ARTICLE VI: MISCELLANEOUS Section 6.1. Owner Waivers. The Owner acknowledges that the process for the imposition of special assessments provides the owner of property subject to such special assessments with certain rights, including rights to: receive notices of proceedings; object to the imposition of the special assessments; claim damages; participate in hearings; take appeals from proceedings imposing special assessments; participate in and prosecute court proceedings, as well as other rights under law, including but not limited to those provided for or specified in the United States Constitution, the Ohio Constitution, Ohio Revised Code Chapter 727, the Charter of the City and the ordinances in effect in the City (collectively, Assessment Rights). The Owner irrevocably waives all Assessment Rights as to the Project and consents to the imposition of the Special Assessments as to the Project immediately or at such time as the ESID determines to be appropriate, and the Owner expressly requests the entities involved with the special assessment process to promptly proceed with the imposition of the Special Assessments upon its Property as to its Energy Project. The Owner further waives in connection with the Project: any and all questions as to the constitutionality of the laws under which the Project will be constructed and the Special Assessments imposed upon the Property; the jurisdiction of the Council of the City acting thereunder; and the right to file a claim for damages as provided in Ohio Revised Code Section 727.18 and any similar provision of the Charter of the City or the ordinances in effect within the City. Section 6.2. Term of Agreement. This Agreement shall be and remain in full force and effect from the date of execution and delivery until the payment in full of the entire aggregate amount of the Special Assessments shall have been made to the Investor and the obligations (if 22 any) of each Party under Section 6.4 shall have been fully satisfied, or such time as the Parties shall agree in writing to terminate this Agreement. Any attempted termination of this Agreement prior to the payment in full of the entire aggregate amount of the Special Assessments which is not in writing and signed by each of the Parties to this Agreement shall be null and void. Section 6.3. Litigation Notice. Each Party shall give all other Parties prompt notice of any action, suit, or proceeding by or against the notifying Party, at law or in equity, or before any governmental instrumentality or agency, of which the notifying Party has notice and which, if adversely determined would impair materially the right or ability of the Parties to perform its obligations under this Agreement. The notifying Party's prompt notice shall be accompanied by its written statement setting forth the details of the action, suit, or proceeding and any responsive actions with respect to the action, suit, or proceeding taken or proposed to be taken by the Party. Section 6.4. Indemnification. The Owner shall indemnify and hold harmless the ESID, the Investor, and the City (including any member, officer, director, or employee thereof) (collectively, the Indemnified Parties) against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against an Indemnified Party arising or resulting from (i) the levy and collection of the Special Assessments, (ii) Owner's financing, acquisition, construction, installation, operation, use or maintenance of the Project, (iii) any act, failure to act or misrepresentation solely by the Owner in connection with, or in the performance of any obligation on the Owner's part to be performed under this Agreement or related to the Special Assessments resulting in material actual damages, or (iv) (a) a past, present or future violation or alleged violation of any environmental laws in connection with the Property by any person or other source, whether related or unrelated to the Owner, (b) any presence of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law (Materials of Environmental Concern) in, on, within, above, under, near, affecting or emanating from the Property, (c) the failure to timely perform any investigation, inspection, site monitoring, containment, clean—up, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release (as defined below) or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of the Property of any Materials of Environmental Concern, including any action to comply with any applicable environmental laws or directives of any governmental authority with regard to any environmental laws, (d) any past, present or future activity by any person or other source, whether related or unrelated to the Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting the Property, (e) any past, present or future actual generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of the Property (a Release) (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting the Property by any person or other source, whether related or unrelated to the Owner, (f) the imposition, recording or filing or the threatened imposition, recording or filing of any lien on the Property with regard to, or as a result of, any 23 Materials of Environmental Concern or pursuant to any environmental law, or (g) any misrepresentation or failure to perform any obligations related to environmental matters in any way pursuant to any documents related to the Special Assessments. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Owner. The Owner shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Owner; but if the Owner shall elect not to assume such defense, it shall reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in its reasonable discretion, with the selection of counsel by the Owner, a new mutually agreeable counsel shall be retained at the expense of the Owner. Each Indemnified Party agrees that the Owner shall have the sole right to compromise, settle or conclude any claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in any such action at their own expense; and provided further that such Indemnified Party shall have the right to employ counsel in any such action and the fees and expenses of such counsel shall be at the expense of the Owner, if. (i) the employment of counsel by such Indemnified Party has been authorized by the Owner, (ii) there reasonably appears that there is a conflict of interest between the Owner and the Indemnified Party in the conduct of the defense of such action (in which case the Owner shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Owner shall not in fact have employed counsel to assume the defense of such action. The Owner shall also indemnify the Indemnified Parties from and against all costs and expenses, including reasonable attorneys' fees, lawfully incurred in enforcing any obligations of the Owner under this Agreement. The obligations of the Owner under this Section shall survive the termination of this Agreement and shall be in addition to any other rights, including without limitation, rights to indemnity which any Indemnified Party may have at law, in equity, by contract or otherwise. None of the Investor, the City, or the ESID shall have any liability to the Owner or any other Person on account of (i) the Owner engaging a contractor or architect from the list of contractors and architects submitted by the ESID or the Investor to the Owner, (ii) the services performed by the contractor, or (iii) any neglect or failure on the part of the contractor to perform or properly perform its services. None of the Investor, the City, or the ESID assumes any obligation to the Owner or any other Person concerning contractors, the quality of construction of the Project or the absence of defects from the construction of the Project. The making of a Project Advance by the Investor shall not constitute the Investor's approval or acceptance of the construction theretofore completed. The Investor's inspection and approval of the budget, the construction work, the improvements, or the workmanship and materials used in the improvements, shall impose no liability of any kind on the Investor, the sole obligation of the Investor as the result of such inspection and approval being to make the Project Advances if, and to the extent, required by this Agreement. Any disbursement made by the Investor without the Investor having received each of the items to which it is entitled under this Agreement shall not constitute breach or modification of this Agreement, nor shall any written amendment to this Agreement be required as a result. 24 Section 6.5. Notices. All notices, certificates, requests or other communications under this Agreement shall be in writing and shall be deemed to be sufficiently given when mailed by registered or certified mail, postage prepaid, and addressed to the appropriate Notice Address. The Parties, by notice given under this Agreement to the others, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Each of the Parties agree to provide the other Parties to this Agreement of any litigation of which it has actual knowledge that may adversely affect its ability to carry out its obligations under this Agreement. Section 6.6. Extent of Covenants; No Personal Liability. All covenants, obligations, and agreements of the ESID and the City contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No covenant, obligation, or agreement shall be deemed to be a covenant, obligation, or agreement of any present or future member, officer, agent, or employee of the ESID, the Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor in other than his or her official capacity; and none of the members of the Board, the City Council, or the Board of Directors of the Investor, nor any official of the ESID, the Owner, the City, or the Investor executing this Agreement shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the covenants, obligations, or agreements of the ESID, the Owner, the City, or the Investor contained in this Agreement. Section 6.7. Binding Effect; Assignment; Estoppel Certificates. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Parties. Except as specifically provided below, this Agreement shall not be assigned by the any of the Parties except as may be necessary to enforce or secure payment of the Special Assessments. Notwithstanding anything in this Agreement to the contrary, the Owner freely may sell the Property and the Project or any portion of the Property and the Project from time to time and may assign this Agreement to an arms -length, good faith purchaser of the Property but only after notice of such assignment is given to the Investor, and only upon (i) the execution and delivery to the City, the Investor, and the ESID of an "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G. and (ii) the execution and delivery to the Investor of an assignment of all construction contracts for the Project. The Parties acknowledge and agree that the Assignment and Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. Following any assignment by the Owner as described above, all obligations of the Owner contained in this Agreement, the Special Assessment Agreement, and the Owner Consent shall be obligations of the assignee, and the assigning Owner shall be released of its obligations to a corresponding extent. Notwithstanding anything in this Agreement to the contrary, the Investor shall have the unrestricted right at any time or from time to time, and without the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement, and may sell or assign any and all liens received directly or indirectly from the City to any Person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to 25 effect the foregoing so long as such amendment does not materially adversely impact the Owner's rights and obligations under this Agreement. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Investor Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. If, at any time, the Investor assigns any of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to an Investor Assignee, the Investor shall give prompt notice of such assignment to the other Parties. In addition, the Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Owner, to grant to one or more Persons (each, a Participant) participating interests in Investor's obligation to make Project Advances under this Agreement or to any or all of the loans held by Investor under this Agreement. hi the event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Owner, the Investor shall remain responsible for the performance of its obligations under this Agreement, and the Owner shall continue to deal solely and directly with the Investor in connection with the Investor's rights and obligations under this Agreement. The Owner agrees that the Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. This Agreement may be enforced only by the Parties, their permitted assignees, and others, who may, by law, stand in their respective places. Any Party shall at any time and from time to time, upon not less than 30 days' prior written notice by the other party, execute, acknowledge and deliver to such party a statement in writing certifying that: (i) this Agreement is unmodified and in full force and effect (or, if there has been any modification of this Agreement, that the same is in full force and effect as modified and stating the modification or modifications); (ii) to the best of such Party's actual knowledge (without any duty of inquiry) there are no continuing Events of Default (or, if there is a continuing Event of Default, stating the nature and extent of such Event of Default); (iii) that, to the best of such Party's actual knowledge (without any duty of inquiry) there are no outstanding damages or liability arising from an Event of Default (or, if there is any outstanding damages or liability, stating the nature and extent of such damages or liability); (iv) if such certificate is being delivered by the Owner, the dates to which the Special Assessments have been paid; and (v) if such certificate is being delivered by the Investor, the dates to which the Special Assessments have been paid to the Investor. It is expressly understood and agreed that any such certificate delivered pursuant to this Section 6.7 may be relied upon by any prospective assignee of the Owner or any prospective Investor Assignee. Section 6.8. Amendments and Supplements. Except as otherwise expressly provided in this Agreement, this Agreement may not be amended, changed, modified, altered or terminated except by unanimous written agreement signed by each of the Parties materially affected by such proposed amendment, change, modification, alteration, or termination. For purposes of this 26 Section, a materially affected Party is a Party with respect to which a material right or obligation under this Agreement is proposed to be amended, changed, modified, altered, or terminated. Any attempt to amend, change, modify, alter, or terminate this Agreement except by unanimous written agreement signed by all of the materially affected Parties or as otherwise provided in this Agreement shall be void. Section 6.9. Execution Counterparts. This Agreement may be executed in counterpart and in any number of counterparts, each of which shall be regarded as an original and all of which together shall constitute but one and the same instrument. Section 6.10. Severability. If any provision of this Agreement, or any covenant, obligation, or agreement contained in this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation, or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained in this Agreement. That invalidity or unenforceability shall not affect any valid and enforceable application of the provision, covenant, obligation, or agreement, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law. Section 6.11. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. [Balance of page intentionally left blank.] [Counterpart signature pages follow.] 27 IN WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed in their respective names, all as of the date first written above. BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., as the ESID Name: Title: [Signature Page to Energy Project Cooperative Agreement] BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, as the Owner Name: Title: [Signature Page to Energy Project Cooperative Agreement] ORIN PUBLIC FINANCE, LLC, as the Investor IC Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY OF DUBLIN, OHIO, as the City -0 Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY FISCAL OFFICER CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the moneys required to meet the obligations of the City during the year 2019 under the foregoing Energy Project Cooperative Agreement, being $0.00, have been lawfully appropriated by the City Council of the City of Dublin, Ohio for such purpose and are in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44. Director of Finance City of Dublin, Ohio Dated: .2019 [City Fiscal Officer Certificate Energy Project Cooperative Agreement] EXHIBIT A As used in this Agreement, the following words have the following meanings: Agreement' means this Energy Project Cooperative Agreement, dated as of March --, 2019, by and between the ESID, the Owner, the Investor, and the City, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Applicable Rate" means, with respect to each of the following periods after the date if this Agreement shown below, the annual rate of interest stated opposite of the period: Period Interest Rate March 13, 2019 to March 12, 2026 6.75% March 13, 2026 to March 12, 2029 7.25% March 13, 2029 to March 12, 2034 7.75% March 13, 2034 to March 12, 2039 8.25% March 13, 2039 to full repayment 8.75% "Board" means the Board of Directors of the ESID. "City" means the City of Dublin, Ohio. "City Council" means the City Council of the City. "Completion Date" means the latest date on which substantial completion of the Project, in accordance with the Plans occurs, which date shall be established by the Completion Certificate attached to this Agreement as Exhibit D. "Completion Guaranty" means the Completion Guaranty dated as of March 2019 from the Guarantors, jointly and severally, to the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "County" means Franklin County, Ohio. "County Auditor" means the Auditor of the County. "County Prosecutor" means the Prosecuting Attorney of the County. "County Treasurer" means the Treasurer of the County. A-1 "Delinquency Amounts" means any penalties or interest which may be due on or with respect to any installment of the Special Assessments and which are not paid or payable to any party (other than the Investor under this Agreement) under law. "Disbursement Request Form" means the form attached to this Agreement as Exhibit C which form shall be submitted by the Owner in order to receive disbursements from the Project Account. "Escrow Agent" means Zions Bancorporation, National Association. "ESLD" means the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., a nonprofit corporation and energy special improvement district organized under the laws of the State of Ohio. "ESID Fee" means a semi-annual fee payable to the ESID in the amount of 0.50% of the related installment of the Special Assessments, as shown on the repayment schedule attached to this Agreement as Exhibit B. "Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Guarantors" means, collectively, and "Guarantor" means, individually, any one of, Brent Crawford, Bob Hoying, and Nelson Yoder, together with any successor guarantor or guarantors. "Investor" means ORIN Public Finance, LLC, a limited liability company duly organized and validly existing under the laws of the State of [Texas], together with any Investor Assignee. "Lender" means any Person which has loaned money to the Owner to pay or refinance the costs of acquiring, financing, refinancing, or improving the Property and which loan is secured by a mortgage interest in the Property, or any permitted successors or assigns of such Person. "Notice Address" means: (a) As to the City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager (b) As to the ESID: Columbus Regional Energy Special Improvement District, Inc. c/o Columbus -Franklin County Finance Authority 350 East First Avenue, Suite 120 A-2 Columbus, Ohio 43201 Attention: Jeremy Druhot With a Copy To: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 S. Third Street Columbus, Ohio 43215 (c) As to the Owner Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford (d) As to the Investor ORIX Public Finance, LLC "Ordinance Levying Assessments" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.25 with respect to levying special assessments on real property within the ESID. "Ordinance to Proceed" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.23 with respect to levying special assessments on real property within the ESID. "Owner" means Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company, and any permitted successors or assigns. "Owner Consent"means the Owner Consent dated 12019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. "Parries" means the ESID, the Owner, the Investor, and the City. "Party" means, individually, any one of the Parties. "Payment Guaranty" means the Payment Guaranty, dated as of March , 2019, from the Guarantors, jointly and severally, and the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Person" or words importing persons mean firms, associations, partnerships (including without limitation, general and limited partnerships), limited liability companies, joint ventures, societies, estates, trusts, corporations, public or governmental bodies, political subdivisions, other legal entities, and natural persons. A-3 "Plan" means the Columbus Regional Energy Special Improvement District Program Plan adopted by the City of Columbus, Ohio by its Resolution No. 0261X-2015 of November 23, 2015, and any and all supplemental plans approved by the ESID and the City, including, without limitation, the Supplemental Plan. "Project" means the special energy improvement project described in the Supplemental Plan with respect to the Property, for which Special Assessments are to be levied by the City, all in accordance with the Supplemental Plan. "Project Account" means the segregated account in the custody of the Investor for the benefit of the Owner which contains the Project Advance, and out of which disbursements may be made in accordance with Article IV of this Agreement. "Project Advance" means the amount of immediately available funds to be transferred, set over, and paid to and held in the Project Account established pursuant to Section 4.1 of this Agreement for the benefit of the Owner. "Property" means the real property subject to the Plan. "Reasonable Dispatch" means on a schedule that is no more than four months behind the estimated completion date of the Project, which is April 30, 2020. "Repayment Schedule" means the schedule attached to and incorporated into this Agreement as Exhibit B, which schedule establishes the dates and amounts for the repayment of the Project Advance by the Special Assessments paid by the Owner. "Required Insurance Coverage" means, collectively, the Required Property Insurance Coverage and the Required Public Liability Insurance Coverage, each of which, in addition to the requirements described in their respective definitions, (i) must provide for 10 days' notice to the Investor in the event of cancellation or nonrenewal and (ii) must name as an additional insured (mortgagee/loss payee) the Investor. "Required Property Insurance Coverage" means at any time insurance coverage evidenced maintained with generally recognized, responsible insurance companies qualified to do business in the State in the amount of the then full replacement value of the Project and Property, insuring the Project against loss or damage by fire, windstorm, tornado and hail and extended coverage risks on a comprehensive all risk/special form insurance policy and containing loss deductible provisions of not to exceed [$10,000], which insurance coverage shall name the Investor as loss payee/mortgagee. "Required Public Liability Insurance Coverage" means at any time commercial general liability insurance against claims for personal injury, death or property damage suffered by others upon, in or about any premises occupied by the Owner, which insurance coverage shall name the Investor as an additional insured. A-4 "Resolution offecessity" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.12 with respect to levying special assessments on real property within the ESID. "Servicing Fee" means a semi-annual fee of $625.00 collected with each installment of the Special Assessments as shown on the repayment schedule attached to this Agreement as Exhibit B. "Special AssessmentAct" means, collectively, Ohio Revised Code Section 727.01 et seq., Ohio Revised Code Section 1710.01 et seq., Ohio Revised Code Section 323.01 et seq., Ohio Revised Code Section 319.01 et seq., Ohio Revised Code Section 5721.01 et seq., and related laws. "Special Assessment Proceedings" means, collectively, Resolution No. [ ]-2019 of the City Council adopted on February , 2019 approving the Petition, the Plan, and the Supplemental Plan and declaring the necessity of the Project, Ordinance[ ]-2019, determining to proceed with the Project, adopted on February 2019, and Ordinance [ ]-2019, levying the Special Assessments, adopted on February 2019, with respect to levying special assessments on the Property subject to the Petition. "Special Assessments" means the special assessments levied pursuant to the Special Assessment Act and the Special Assessment Proceedings by the City with respect to the Project, a schedule of which is attached to and incorporated into the Plan. "State" means the State of Ohio. "Supplemental Plan" means the Supplement to Plan for Bridge Park D Block, Dublin, Ohio Project, approved by the City Council on February , 2019 by its Resolution No. [ ]-2019. A-5 EXHIBIT B REPAYMENT SCHEDULE [To Be Inserted] C EXHIBIT C DISBURSEMENT REQUEST FORM STATEMENT NO. REQUESTING AND AUTHORIZING DISBURSEMENT OF FUNDS PURSUANT TO SECTION 4.2 OF THE ENERGY PROJECT COOPERATIVE AGREEMENT DATED AS OF MARCH 2019. Amount Requested Pursuant to Section 4.2 of the Energy Project Cooperative Agreement dated as of March , 2019 (the Agreement) among the ESID, the Owner, and the Investor, the undersigned authorized representative of Bridge Park DBlock Commercial Investments, LLC, as the Owner under the Agreement, hereby requests the Investor having custody of the Project Account, to pay to the Owner or the other person(s) listed on the disbursement schedule attached hereto as Appendix I (the Disbursement Schedule), the respective amounts specified in the Disbursement Schedule out of the moneys on deposit in the Project Account for the advances, payments and expenditures made in connection with the costs of the Project described in the Disbursement Schedule, all in accordance with Section 4.2 of the Agreement (capitalized words and terms not otherwise defined herein having the meanings assigned to them in the Agreement). In connection with this request and authorization (the Disbursement Request), the undersigned hereby certifies that: each of the representations and warranties made by the Owner in the Agreement remains true and correct, in all material respects, as of the date of this Disbursement Request and no Event of Default by the Owner under the Agreement exists; (ii) each item for which disbursement is requested by this Disbursement Request is properly payable out of the Project Account in accordance with the terms and conditions of the Agreement and, except as otherwise noted, none of those items has formed the basis for any disbursement heretofore made from the Project Account; (iii) to the extent any portion of the payment requested is for construction work, the Owner has received and herewith delivers to the Investor, conditional waivers of any mechanics' or other liens with respect to such work; (iv) this Disbursement Request and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Investor for its actions taken pursuant hereto; and (v) this Disbursement Request constitutes the approval of the Owner of each disbursement hereby requested and authorized. C-1 Dated: Approved in accordance with the Agreement: ORIX Public Finance, LLC, as the Investor: Dated: C-2 Authorized Representative of Owner SCHEDULE 1 TO DISBURSEMENT REQUEST FORM Payee Amount Purpose C-3 EXHIBIT D FORM OF COMPLETION CERTIFICATE Bridge Park DBlock Commercial Investments, LLC (the Owner) hereby certifies that the Project, as such term is defined in the Energy Project Cooperative Agreement entered into by and between the Owner, the Columbus Regional Energy Special Improvement District, Inc., the City of Dublin, Ohio and ORIX Public Finance, LLC (the Investor) dated as of March , 2019 (the Agreement) has been completed at Franklin County Auditor Parcel ID Numbers 273-013032, 273-013029, and 273-013030 (the Property) in strict compliance with the requirements of the Agreement. Note: Capitalized terms used but not defined in this Completion Certificate have the meaning assigned to them in the Agreement to which a form of this Completion Certificate is attached and of which it forms a part. THE OWNER HEREBY CERTIFIES: (a) That the acquisition, construction, equipping, installation, and improvement of the Project was substantially completed on (b) That all other facilities necessary in connection with the Project have been acquired or are otherwise available to the Owner; (c) That the acquisition, construction, equipping, installation, and improvement of the Project and those other facilities have been accomplished in such amanner as to conform with all applicable zoning, planning, building, environmental, and other similar governmental regulations; (d) That except as provided in clause (e) below, all costs of that acquisition, construction, equipping, installation, and improving then or theretofore due and payable have been paid; and (e) The amounts, if any, the Investor shall retain in the Project Account for the payment of costs not yet due or for liabilities that the Owner is contesting or which otherwise should be retained and the reasons such amounts should be retained. [Balance of Page Intentionally Left Blank] D-1 NOTICE: DO NOT SIGN THIS COMPLETION CERTIFICATE UNLESS YOU AGREE TO EACH OF THE ABOVE STATEMENTS. Bridge Park DBlock Commercial Investments, LLC, as the Owner Name: Title: D-2 EXHIBIT E CLOSING COSTS DETAIL Pursuant to Section 4.2 of the foregoing Energy Project Cooperative Agreement, the Investor shall disburse to the respective payee set forth below, the following closing costs: [To Be Inserted] E-1 EXHIBIT F CONSENT OF MORTGAGEE N/A. As of the date of this Agreement the Property is not subject to any mortgage. F-1 EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT [ ] (Assignor), in consideration of the sum of $[ in hand paid and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Assignor's execution of this Assignment and Assumption of Energy Project Cooperative Agreement (Assignment), assigns, transfers, sets over, and conveys to [ ] (Assignee) all of Assignor's right, title, and interest in and to that certain Energy Project Cooperative Agreement dated as of March , 2019 between the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District, Inc., Assignor, ORIX Public Finance, LLC (the Investor), and the City of Dublin, Ohio (the City) (the Energy Project Cooperative Agreement). By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Energy Project Cooperative Agreement. Assignee further represents and warrants that it has taken title to the "Property," as that term is defined in the Energy Project Cooperative Agreement, subject to the Special Assessment Agreement dated as of even date with the Energy Project Cooperative Agreement between the Franklin County Treasurer, the City, the ESID, the Investor, and Bridge Park DBlock Commercial Investments, LLC (the Special Assessment Agreement) and to the "Owner Consent" dated as of 2019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Special Assessment Agreement and the Owner Consent. Assignor and Assignee acknowledge and agree that executed copies of this Assignment shall be delivered to the City, the Investor, and the ESID, as each of those terms are defined in the Energy Project Cooperative Agreement, all in accordance with Sections 3.4(a) and 6.7 of the Energy Project Cooperative Agreement In witness of their intent to be bound by this Assignment, each of Assignor and Assignee have executed this Assignment this day of , [ ], which Assignment is effective this date. This Assignment may be executed in any number of counterparts, which when taken together shall be deemed one agreement. G-1 ASSIGNOR: By: Name: Title: G-2 ASSIGNEE: By: Name: Title: G-3 EXHIBIT H PAYMENT INSTRUCTIONS Payment Instructions for Zions Bancorporation, National Association as Escrow Agent for ORIX Public Finance, LLC Bank Name: [BANK NAME] [BANK ADDRESS] ABA: [NUMBER] Beneficiary Name [Address] [Address] Beneficiary Account: [NUMBER] Reference: [NUMBER] Contact: [Information] If sending by check, please make checks payable to: [NAME/ REFERENCE] and mail to: Zions Bancorporation, National Association [ADDRESS] [ADDRESS] Attention: [NAME] H-1 SPECIAL ASSESSMENT AGREEMENT by and among COUNTY TREASURER OF FRANKLIN COUNTY, OHIO ("Treasurer"), And CITY OF DUBLIN, OHIO ("City"), And ORIN PUBLIC FINANCE, LLC ("Investor"), And BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. ("District'), And BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC ("Owner") Dated as of March 2019 SPECIAL ASSESSMENT AGREEMENT THIS SPECIAL ASSESSMENT AGREEMENT (this Agreement) is made effective as of February , 2019, by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., (the District), ORIX Public Finance, LLC (the Investor), and Bridge Park DBlock Commercial Investments, LLC (the Owner). BACKGROUND: WHEREAS, the District was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015; and WHEREAS, the Owner has determined that it is in its best interests to cause the acquisition, construction, installation, improvement, and equipping of energy efficiency improvements, including, without limitation, lighting retrofits, high -efficiency HVAC systems, building automation controls, energy efficient roofs, building insulation, energy efficient windows and doors, and related improvements (collectively, the Project) on the real property located within Franklin County, Ohio (the County) and the City, and as more fully described in Exhibit A to this Agreement (the Property); and WHEREAS, pursuant to Resolution No.[ ]-2019 of the Council of the City (the Council), approved on February , 2019, the Property was added to the territory of the District; and WHEREAS, the costs of the Project are being funded through an advance in the amount of $[12,750,000.00] (the Project Advance) to the Owner pursuant to an Energy Project Cooperative Agreement dated as of March , 2019 between the Investor, the District, the Owner, and the City (the Energy Project Cooperative Agreement); and WHEREAS, to secure the payment of the principal of, and any premium and unpaid interest on the Project Advance used to finance the Project (the Project Costs), (i) the Owner has signed and delivered to the Clerk of Council a Petition for Special Assessments for Special Energy Improvement Projects and Affidavit (the Petition), for the acquisition, construction, installation, equipping and improvement of the Project and evidencing the Owner's agreement to the levy and collection of special assessments by the City (the Special Assessments) on the Property, which are located within the District in amounts sufficient to pay the Project Costs, and (ii) the City (a) has taken all the necessary actions required by Chapter 727 of the Ohio Revised Code, including, without limitation, the passage of the assessing ordinance pursuant to the requirements of Ohio Revised Code Section 727.25, for the levying of the Special Assessments and has caused or will cause the Special Assessments to be certified to the County Auditor of Franklin County, Ohio (the County Auditor) for collection by the Treasurer in semi-annual installments, and (b) hereby has 1 agreed to transfer to the Investor the payments of Special Assessments received, which payments are to be transferred to the Investor to pay the Project Costs; and WHEREAS, the Owner agrees that its delivery of the Petition and the requests and agreements made in the Petition are irrevocable and that the parties to this Agreement have acted and will act in reliance on the agreements contained in the Petition; and WHEREAS, pursuant to the Petition, the Special Assessments have been levied against the Property as described in the Petition and pursuant to this Agreement the Owner is willing to agree to make Special Assessment payments in accordance with the Petition; and WHEREAS, Chapters 323 and 5721 of the Ohio Revised Code set forth certain parameters and timing requirements for the foreclosure of property on which taxes and assessments, including the Special Assessments, are due and owing and remain unpaid; and WHEREAS, upon the occurrence of an Event of Default pursuant to the Energy Project Cooperative Agreement, it may be necessary for the District to foreclose on the lien of the Special Assessments with respect to the Property as set forth in Section 1 of this Agreement; and WHEREAS, in consideration of the Project Advance, the Owner is willing to consent to an expedited foreclosure process with respect to the lien of the Special Assessments, the form of the consent being attached hereto as Exhibit B (the Owner Consent) and the Owner Consent with respect to the foreclosure of the Special Assessments as soon as possible (as referenced in Section 1 hereof) shall be a covenant running with the Property and binding upon the Owner and upon future owners of the Property until Project Costs are paid in full; and WHEREAS, based on the Owner Consent and other considerations, at the request of the District, upon the occurrence of an Event of Default under the Energy Project Cooperative Agreement, the Treasurer and the City have agreed to foreclose the lien of the Special Assessments as soon as possible as described herein; and WHEREAS, if any assessments, including, without limitation, the Special Assessments, payments in lieu of taxes, real property taxes, or other governmental charges levied on the Property are not paid when due and thereafter remain delinquent, the Treasurer, pursuant to Ohio Revised Code Sections 5721.30 through 5721.41 (the Delinquent Tax Lien Sale Act), specifically Ohio Revised Code Section 5721.33, may, in his discretion, but is not required to, negotiate with one or more persons the sale of any number of tax certificates (Tax Certificates) which evidence the liens (the Tax Liens) of the State of Ohio (the State) and its applicable taxing districts for such delinquent assessments, including Special Assessments, real property taxes, payments in lieu of taxes, governmental charges, or penalties and interest on such Property; and WHEREAS, pursuant to the Delinquent Tax Lien Sale Act, the Treasurer, in his discretion, is entitled to sell such Tax Certificates at a discount from the full amount of the general real estate taxes, assessments, including the Special Assessments, penalties and interest that have become delinquent; and 2 WHEREAS, if the Treasurer were to sell such Tax Certificates at a discount (other than in accordance with the provisions of this Agreement), the proceeds of such sale representing the delinquent Special Assessments might be insufficient to pay the Project Costs; and WHEREAS, the Treasurer does not desire to take any action with respect to the collection of the Special Assessments that might adversely affect the repayment of the Project Advance without the consent of the District and the Investor; and WHEREAS, the Treasurer has agreed to remit to the Investor, in the event of a default under the Energy Project Cooperative Agreement, as set forth in this Agreement, amounts collected by the Treasurer and relating to the Special Assessments, including without limitation amounts collected by the Treasurer as aresult of foreclosure of the lien of the Special Assessments on the Property and including amounts received from a sale of Tax Certificates pursuant to the Delinquent Tax Lien Sale Act; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, and desiring to be legally bound hereunder, the parties hereto covenant and agree as follows: Section 1. Special Assessments. 1.1 The Owner, prior to the execution and delivery of this Agreement, has signed and delivered to the Clerk of Council the Petition for the acquisition, construction, installation, equipping and improvement of the Project and evidencing the agreement of the Owner to the levy and collection of the Special Assessments as security for the Project Advance. The Owner agrees that its delivery of the Petition and the requests and agreements made therein are irrevocable and that the parties hereto have acted and will act in reliance on the agreements contained in that Petition. The City has duly enacted Resolution No. [ ]-2019, Ordinance [ ]- 2019, and Ordinance[ ]-2019 (the Assessing Ordinance) to provide for the levy and collection of the Special Assessments on the Property. The Clerk of Council certified (or caused to be certified) the Assessing Ordinance to the County Auditor as set forth in the Petition. 1.2 The City shall cause the Special Assessments, as set forth in the Assessment Schedule attached to the Petition, to be certified to the County Auditor on or before the last date for the certification of special assessments to the County Auditor pursuant to the requirements of Section 727.33 of the Ohio Revised Code. 1.3 In the event the Project Advance is prepaid or redeemed, in whole or in part, the parties shall, in cooperation with the Owner, and to the extent permitted by law, cause the aggregate lien of the Special Assessments to be no greater than the remaining principal of and interest and premium, if any, on the Project Advance through maturity. 3 1.4 To the extent that the Owner prepays any of the required payments pursuant to the Energy Project Cooperative Agreement, then the amounts of the Special Assessments shall be reduced in accordance with the Assessment Schedule attached to the Petition. 1.5 To secure payments made on the Project Advance, the City hereby assigns to the Investor all of its rights, title to, and interest in the Special Assessments to be levied with respect to the Project Costs. As long as the Project Advance shall be outstanding and amounts shall be due and owing under the Energy Project Cooperative Agreement with respect to the Project Advance, the City assigns to the Investor all of its right, title and interest in and to, and grants to the Investor a security interest in, the Special Assessments received by the City and in the City's related special assessment fund. The Investor, as assignee of the City, is hereby authorized to take any and all such actions as assignee of and, to the extent required by law, in the name of and for and on behalf of the City, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement and the Energy Project Cooperative Agreement. The Treasurer, the City, the District, the Investor, and the Owner each hereby acknowledges, agrees with, and consents to those assignments. 1.6 The City, upon receipt of any moneys received by the City as Special Assessments, but in any event not later than 15 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, shall deliver to the Investor all such moneys received by the City as Special Assessments. The City's obligation to transfer the Special Assessments to the Investor shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the Owner, or any other person; provided, however, that the City's obligation to transfer special assessments is limited to the Special Assessments actually received by the City from the County Auditor. The Investor may from time to time provide written payment instructions to the City for payment of Special Assessments by check, wire instructions, or other means. 1.7 Notwithstanding anything in this Agreement to the contrary, the Treasurer's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The Treasurer's obligations shall be limited to the moneys levied, collected and received in respect of the Special Assessments and any County -imposed collection fees, charges, or penalties. The Treasurer's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the County. 1.8 Notwithstanding anything in this Agreement to the contrary, the City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of 4 any moneys raised by taxation. The City's obligation under this Agreement shall be limited to any moneys received from the County in respect of the Special Assessments and any County -imposed collection fees, charges, or penalties. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the City. Section 2. Foreclosure Process. 2.1 The Treasurer, the City, the Investor, and the Owner each acknowledge that the Special Assessments are to secure payments relating to the Project Advance, including the Project Costs and other amounts as provided under the Energy Project Cooperative Agreement. The Treasurer agrees that so long as the Project Advance is outstanding and the Project Costs thereon, and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, upon the Treasurer's receipt of written notice from the Investor or the District, with a copy to the other of the Investor or the District and to the Owner and the City that an Event of Default (as defined under the Energy Project Cooperative Agreement) has occurred and is continuing and which notice directs Treasurer to foreclose on the lien of the Special Assessments, the Treasurer will, not later than 30 days from the date of the receipt of such notice, file and diligently prosecute a foreclosure action against the Property, following the procedures for lien foreclosures established in Ohio Revised Code § 323.25 and related sections. The foreclosure action shall be to collect all Special Assessments then due and owing on the Property in accordance with the Petition. Without the prior written consent of the District and the Investor, the Treasurer will not confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the District to the Treasurer pursuant to the records of the Treasurer. All fees and expenses of the Treasurer in collecting the Special Assessments are to be included and paid for by the Owner. 2.2 The Treasurer hereby acknowledges that the City has assigned all of its right, title, and interest in and to the Special Assessments to the Investor, and that the District has assigned all of its right, title and interest in an to the Special Assessments to the Investor, and the Treasurer hereby agrees that so long as the Project Advance is outstanding and the Project Costs thereon and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, the Treasurer will not sell or negotiate the sale of one or more Tax Certificates related to the Property for an amount less than 100% of the amount levied and certified for collection without the prior written consent of the District and the Investor. 2.3 The Treasurer hereby covenants and agrees that if any of the general real estate taxes, payments in lieu of taxes, assessments, including the Special Assessments, governmental charges, or penalties and interest on the Property are delinquent and the Delinquent Tax Lien Sale Act would permit the Treasurer to negotiate the sale of Tax Certificates with respect thereto, the Treasurer will, prior to giving any notice under the Delinquent Tax Lien Sale Act of a sale of Tax Certificates with respect to the Property, give written notice to the District and the 5 Investor regarding the same and state therein whether the Treasurer reasonably anticipates receiving no less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, originally levied and certified for collection plus other charges, including attorney's fees, or whether the Treasurer reasonably expects to receive less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, levied and certified for collection plus other charges, including attorney's fees, and in accordance with this Agreement is requesting the consent of the District and the Investor for such a sale. 2.4 The Treasurer agrees, on behalf of the County, not to utilize the authority contained in Ohio Revised Code Chapter 5722 to transfer any of the Property to the county land reutilization corporation, to sell or convey any of the Property to any political subdivision under the authority contained in Ohio Revised Code Chapter 5722, or to clearthe liens and encumbrances applicable to the Property under the authority contained in Ohio Revised Code Chapter 5722 without the express written consent of the District and the Investor. 2.5 Nothing in this Agreement shall, or shall be construed to, prevent the Treasurer from selling one or more Tax Certificates with respect to the Property to a third party without the consent of the Investor and the District if the price received for the Tax Certificate or Tax Certificates equals or exceeds 100% of the delinquent general real estate taxes, assessments, including the Special Assessments, penalties and interest on the Property outstanding against the Property at the time of such sale. 2.6 The District and the Investor each hereby agrees that upon written notice from the Treasurer pursuant to Section 2.1 of this Agreement, it, within 30 days of receipt of the Treasurer's notice, shall give a written response to the Treasurer indicating therein whether it consents to the request for sale of a Tax Certificate or Tax Certificates. 2.7 No delay or failure of the District or the Investor to give a written response shall be construed to be a consent to such request or to be awaiver of the right to give such consent. No consent or refusal thereof by the District or the Investor in response to a request by the Treasurer shall extend to or affect any subsequent request of the Treasurer or shall impair the rights of the District or the Investor with respect any such subsequent request. 2.8 So long as the Project Costs are outstanding, the Treasurer hereby covenants and agrees (a) to remit to the Investor, as appropriate and as provided for herein, not more than 30 days from the date of collection by the Treasurer, all Special Assessments collected from the Property, including amounts collected from Tax Certificates; and (b) to the extent the Treasurer seeks and is appointed as receiver for the Property, as provided for in Chapter 323 of the Revised Code, after payment of reasonable fees and expenses of the Treasurer, all amounts collected by the Treasurer, as receiver for the Property and collected as a result of the Special Assessments, shall be remitted to the District. Section 3. Indemnification by Owner 6 3.1 The Owner hereby releases the District, the City, the Treasurer, the Investor, and their respective officers, directors and employees (the Indemnified Parties), from, agrees that the Indemnified Parties, shall not be liable for, and indemnifies the Indemnified Parties against, all liabilities, claims, costs and expenses, including out-of-pocket and incidental expenses and legal fees, imposed upon, incurred or asserted against Indemnified Parties, on account of: (i) the levy and collection of the Special Assessments; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition, construction, installation, equipment, improvement maintenance, operation and use of the Project; (iii) any breach or default on the part of the Owner in the performance of any covenant, obligation or agreement of the Owner under the Energy Project Cooperative Agreement, or arising from any act or failure to act by the Owner, or any of the Owner's agents, contractors, servants, employees or licensees; (iv) the Owner's failure to comply with any requirement of this Agreement; (v) the efforts of the City and the Treasurer to collect Special Assessments; (vi) any legal costs or out-of-pocket costs incurred by the District specifically related to additional approvals or actions that may be required by the District arising after the date of the Energy Project Cooperative Agreement (and in the case of such legal costs or out-of-pocket costs, agrees to pay such costs directly to the District); (vii) any claim, action or proceeding brought with respect to any matter set forth in clause (i), (ii), (iii), (iv), (v) or (vi) above, provided, however that the Owner shall not indemnify the Indemnified Parties as provided above to the extent that any liability, claim, cost or expenses arises out of or results from the willful misconduct or breach of this Agreement or the Energy Project Cooperative Agreement of the Indemnified Parties. 3.2 Unless caused by the gross negligence or willful misconduct of any of the Indemnified Parties, the Owner covenants and agrees, at its sole cost and expense, to indemnify, protect and save the Indemnified Parties harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, out-of-pocket third party attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever (collectively, the Indemnified Matters) which may at any time be imposed upon, incurred by or asserted or awarded against the Indemnified Parties and arising from or out of: (a) The enforcement of this Agreement or the assertion by the Owner of any defense to its obligations hereunder (except the successful defense of actual performance not subject to further appeal), whether any of such matters arise before or after foreclosure of the Special Assessments or other taking of title to all or any portion of the Project by any of the Indemnified Parties or any affiliate of thereof. (b) Other Indemnified Matters which shall include, without limitation, all of the following: (i) the costs of removal of any and all existing and future asbestos, polychlorinated biphenyls and petroleum products and any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such in any Laws (as hereinafter defined) (any such asbestos, polychlorinated biphenyls and petroleum products and any such other materials, wastes and substances being herein collectively called Hazardous Materials) from all or any portion of the Project or any surrounding areas (except that the indemnity provided for 7 under this Agreement shall not cover the costs of such removal unless either (a) such removal is required by any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) and any judicial or administrative interpretation thereof, including any judicial or administrative orders or judgments related to Hazardous Materials (collectively, Laws), or (b) any present or future use, operation, development, construction, alteration or reconstruction of all or any portion of the Project is or would be conditioned in any way upon, or is or would be limited in any way until the completion of, such removal in accordance with any Laws), (ii) additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under or affecting the Project into the air, any body of water, any other public domain or any surrounding areas and (iii) costs incurred to comply, in connection with all or any portion of the Project or any surrounding areas, with all applicable Laws with respect to Hazardous Materials (clause (i), (ii) and (iii) above being herein collectively called Corrective Work). The Indemnified Parties each acknowledges Corrective Work may at times include the Owner's assertion and pursuit of indemnification and/or remediation by tenants or former tenants at the Project. Payments by the Owner under this Section 3.2 shall not reduce any of the Owner's other obligations and liabilities under this Agreement. Notwithstanding anything to the contrary contained herein, (a) the indemnity provided for under this Section 3.2 with respect to surrounding areas shall not extend to the costs of Corrective Work on, in, under or affecting any surrounding areas if the applicable Hazardous Materials did not originate from any portion of the Project, unless the removal of any Hazardous Materials on, in, under or affecting any surrounding areas is required by Law or by order or directive of any federal, state or local governmental authority in connection with the Corrective Work on, in, under or affecting any portion of the Project and (b) if the Owner no longer holds title to the Project as a result of a foreclosure sale, a sale pursuant to a power of sale or by a deed in lieu of foreclosure or otherwise, then the indemnity provided for under this Agreement shall not apply (i) to Hazardous Materials which are initially placed on, in or under all or any portion of the Project after the date the Owner ceases to hold title to the Project, and (ii) to payment of judicial awards (except awards for costs and expenses) which have been specifically rendered against Lender in any litigation. Section 4. Additional Aereements and Covenants. 4.1 The agreements of the parties hereafter with respect to the foreclosure process shall be a covenant running with the Property and, so long as Project Costs are payable from or secured, at least in part, by the revenues derived from the Special Assessments, such covenant shall be binding upon the Property (except as released as provided in the Owner Consent), the Owner and any future owner of all or any portion of the Property. This Agreement, the Owner Consent, and all other required documents and agreements, shall be recorded with the Franklin County, Ohio Recorder's Office, so that the agreements of the parties hereafter with respect to the foreclosure process established pursuant to this Agreement is a covenant running with and is enforceable against the Property. 4.2 If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 3 4.3 This Agreement shall inure to the benefit of each of the parties, and each of their successors and assigns, all subject to the provisions of this Agreement. This Agreement may be amended only by a written instrument of the parties, and any attempt to amend or modify this Agreement without a written instrument signed by all of the parties to this Agreement shall be null and void. Notices given hereunder shall be in writing and shall be effective when actually received if delivered by hand or overnight courier, or three days after being sent by registered or certified mail, postage prepaid, the certification receipt therefore being deemed the date of such notice, and addressed to the parties as follows: If to City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, OH 43017 Attention: City Manager Ifto Treasurer: County Treasurer Franklin County, Ohio 373 S. High Street, 17"' Floor Columbus, OH 43215 Attention: Cheryl Brooks Sullivan If to the District: Columbus Regional Energy Special Improvement District, Inc. c/o Columbus -Franklin County Finance Authority 350 East First Avenue, Suite 120 Columbus, OH 43201 Attention: Jeremy Druhot With a Copy to: J. Caleb Bell Bricker & Eckler LLP 100 South Third Street Columbus, OH 43215 If to Owner: Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford If to the Investor: ORIX Public Finance, LLC With a Copy to: 9 4.4 (a) The Investor shall have the unrestricted right at anytime or from time to time, and without the Treasurer, the City, the District, or the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement and may sell or assign any and all liens received directly or indirectly from the City to any person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to effect the foregoing. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. (b) The Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Treasurer, the City, the District, or the Owner, to grant to one or more persons (each, a Participant) participating interests in the Investor's obligation to make the Project Advances under the Energy Project Cooperative Agreement or any or all of the loans held by Investor under the Energy Project Cooperative Agreement. In the event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Treasurer, the City, the District, and the Owner, the Investor shall remain responsible for the performance of its obligations under the Energy Project Cooperative Agreement and the Owner shall continue to deal solely and directly with the Investor in connection with the Investor's rights and obligations under the Energy Project Cooperative Agreement. (c) The Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. 4.5 This Agreement shall be construed in accordance with the laws of the State of Ohio. 4.6 This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 4.7 The Parties hereby acknowledge and agree that this Agreement does not constitute a contract involving the expenditure of money by the County. 10 IN WITNESS WHEREOF, each party to this Agreement has caused this Agreement to be executed in its respective name and capacity by its respective duly authorized officers, all as of the day and the year first written above. "TREASURER" COUNTY TREASURER OF FRANKLIN COUNTY, OHIO Treasurer County of Franklin, Ohio STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named FRANKLIN COUNTY TREASURER, who acknowledged that he or she did sign the foregoing instrument and the same is his or her free act and deed as such officer of Franklin County. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-1 "CITY" CITY OF DUBLIN, OHIO Name: Title: STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named CITY OF DUBLIN, OHIO by I its who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-2 "INVESTOR" ORIX PUBLIC FINANCE, LLC Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named ORIX PUBLIC FINANCE, LLC by I its who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-3 "DISTRICT" BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC C Name: Title: STATE OF OHIO ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., d/b/a COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. by , its , who acknowledged that such officer did sign the foregoing instrument and that the same is such officer's free act and deed as such officer and of said district. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-4 "OWNER" Bridge Park DBlock Commercial Investments, LLC an Ohio limited liability company Name: Title: STATE OF ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Notary Public S-5 FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the City has established a special assessment fund, into which the Special Assessments (as that term is defined in the foregoing Agreement) received by the City shall be deposited, free from any previous encumbrances. The City shall use the moneys deposited in such special assessment fund to meet its obligations under the foregoing Agreement. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44 Dated: 2019 Director of Finance City of Dublin, Ohio EXHIBIT A DESCRIPTION OF PROPERTY The real property subject to this Agreement is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273-013029; and 273-013030 and having the following legal description: [To Be Inserted] C FORM OF OWNER CONSENT This consent is given by Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company (the Owner) pursuant to the Special Assessment Agreement dated as of March , 2019 (the Agreement) by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District (the District), ORIX Public Finance, LLC (the Investor) and the Owner. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. The Agreement provides for an accelerated foreclosure process with respect to the Special Assessments on the Property, such Property being described in the Exhibit A to the Agreement. The Agreement further provides that if an event of default occurs and is continuing with respect to a required semi-annual payment of Special Assessments or an "Event of Default" (as that term is defined in the Energy Project Cooperative Agreement) under the Energy Project Cooperative Agreement occurs and is continuing, the Treasurer will pursue an accelerated foreclosure of the lien of the Special Assessments, all as provided in the Agreement. In consideration of the Project Advance to finance the Project, the Owner hereby consents to the accelerated foreclosure process with respect to the lien of the Special Assessments then due and owing with respect to the Property, as provided in the Agreement. The Owner is the owner of the Property. The Owner covenants and agrees that so long as the Project Advance remains outstanding, except as the covenant may be released by the District and the Investor, as applicable, in writing, the accelerated foreclosure process established pursuant to the Agreement shall be a covenant on and running with, and shall be binding upon, the Property, the Owner and all future owners of the Property. Any release, modification or waiver of the covenant running with the land by the District or the Investor, as applicable, shall be filed of record with the Franklin County, Ohio Recorder's Office. The Owner agrees that this Owner Consent shall be recorded with the Franklin County, Ohio Recorder's Office and the Owner covenants and agrees to record such documents and to take such reasonable steps as are necessary, so that the accelerated foreclosure process with respect to the lien of the Special Assessments is a covenant on and running with the Property and is binding on the Owner and any and all future owners of all or any portion of the Property. Anything in this Owner Consent to the contrary notwithstanding, this Owner Consent shall in no way be construed as a waiver by the Owner of its statutory right of redemption, including the full applicable redemption period. (Signature Page Immediately Follows) C IN WITNESS WHEREOF, the Owner has executed and delivered this Owner Consent as of the date first stated above. "OWNER" BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC an Ohio limited liability company C Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Notary Public C Description of Property The real property subject to this Owner Consent is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273-013029; and 273-013030 and the following legal description: [To Be Inserted] C ENERGY PROJECT COOPERATIVE AGREEMENT By and between BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC.; BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC; ORIN PUBLIC FINANCE, LLC; and CITY OF DUBLIN, OHIO Dated as of March 2019 BRICKER & ECKLER LLP ENERGY PROJECT COOPERATIVE AGREEMENT THIS ENERGY PROJECT COOPERATIVE AGREEMENT (the Agreement) is made and entered into as of March , 2019, by and between the BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., doing business under the registered trade name COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., a nonprofit corporation and special improvement district duly organized and validly existing under the laws of the State of Ohio (the State) (the ESID), BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Owner), ORIX PUBLIC FINANCE, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Investor), and the CITY OF DUBLIN, OHIO, a municipal corporation duly organized and validly existing under the constitution and laws of the State and its Charter (the City) (the capitalized terms used in this Agreement and not defined in the preamble and recitals have the meanings stated in Exhibit A to this Agreement): A. The ESID was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015. Pursuant to the same action, the Columbus Regional Energy Special Improvement District Program Plan (as amended and supplemented from time to time, the Plan) was adopted as a plan for public improvements and public services under Ohio Revised Code Section 1710.02(F). B. The ESID is an energy special improvement district and nonprofit corporation duly organized and validly existing under the laws of the State of Ohio to further the public purpose of implementing special energy improvement projects pursuant to the authority in Ohio Revised Code Chapter 1710 and Article VIII, Section 20 of the Ohio Constitution. C. On February , 2019, by its Resolution No. [ ]-2019, the City Council of the City (the City Council) approved the Petition for Special Assessments for Special Improvement Projects and Affidavit (the Petition) submitted by the Owner to the City, together with the Supplement to Plan for Bridge Park DBlock, Dublin, Ohio Project (the Supplemental Plan), as a supplement to the Plan. D. Pursuant to the Plan, the ESID, among other services, shall assist property owners, whether private or public, who own real property within participating political subdivisions to obtain financing for special energy improvement projects. E. In order to obtain financing for special energy improvement projects and to create special assessment revenues available to pay and repay the costs of special energy improvement projects, the Petition requested that the City Council levy Special Assessments against the Owner's property as more fully described in the Supplemental Plan. F. The ESID, the Owner, the Investor, and the City (collectively the Parties, and each, a Party) each have determined that the most efficient and effective way to implement the financing, acquisition, construction, equipment, improvement, and installation of energy special improvement projects and to further the public purposes set forth above is through this Agreement, pursuant to the Act and on the terms set forth in this Agreement, with (i) the Investor providing the Project Advance to finance the costs of the special energy improvement projects described in the Supplemental Plan, (ii) the ESID and the Owner cooperating to acquire, construct, equip, improve, and install special energy improvement projects, (iii) the Owner agreeing to make Special Assessment payments in an aggregate amount that will provide revenues sufficient to pay or repay the permitted costs of the special energy improvement projects, (iv) the City agreeing to assign and transfer all Special Assessment payments actually received by the City to the Investor to repay the Project Advance; and (v) the ESID agreeing to assign, transfer, and set over to the Investor any of its right, title, or interest in and to the Special Assessments which it may have by operation of law, this Agreement, or otherwise; provided that a portion of the Special Assessments may be retained by, or payable to, the City or the ESID, all pursuant to and in accordance with this Agreement. G. The Parties each have full right and lawful authority to enter into this Agreement and to perform and observe its provisions on their respective parts to be performed and observed, and have determined to enter into this Agreement to set forth their respective rights, duties, responsibilities, obligations, and contributions with respect to the implementation of special energy improvement projects within the ESID. NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, and agreements contained in this Agreement, the Parties agree as follows; provided, that any obligation of the ESID created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the ESID, or give rise to any pecuniary liability of the ESID, but any such obligation shall be payable solely from the Special Assessments actually received by the ESID, if any; and provided, further, that any obligation of the City created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the City, or give rise to any pecuniary liability of the City, but any such obligation shall be payable solely from the Special Assessments actually received by the City, if any: ARTICLE L DEFINITIONS Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document, words and terms used in this Agreement shall have the meanings set forth in Exhibit A to this Agreement unless the context or use clearly indicates another meaning or intent. Definitions shall apply equally to both the singular and plural forms of any of the words and terms. Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. Section 1.2. Interpretation. Any reference in this Agreement to the ESID, the ESID Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor, or to any member or officer of any of the foregoing, includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. 2 Any reference to a section or provision of the Constitution of the State or the Act, or to a section, provision or chapter of the Ohio Revised Code or any other legislation or to any statute of the United States of America, includes that section, provision, or chapter as amended, modified, revised, supplemented, or superseded from time to time; provided, however, that no amendment, modification, revision, supplement, or superseding section, provision, or chapter shall be applicable solely by reason of this provision if it constitutes in any way an impairment of the rights or obligations of the Parties under this Agreement. Section 1.3. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit, or describe the scope or intent of any of this Agreement's Articles, Sections, subsections, paragraphs, subparagraphs or clauses. ARTICLE IL COOPERATIVE ARRANGEMENTS; ASSIGNMENT OF SPECIAL ASSESSMENTS Section 2.1. Agreement Between the City, the ESID, and the Investor. The Owner and the ESID have requested the assistance of the Investor and the City in the financing of special energy improvement projects within the ESID. For the reasons set forth in this Agreement's Recitals which Recitals are incorporated into this Agreement by this reference as a statement of the public purposes of this Agreement and the intended arrangements among the Parties the City and the ESID have requested the assistance and cooperation of the Investor in the collection and payment of Special Assessments in accordance with this Agreement. The Parties intend this Agreement to be, and it shall be, an agreement among the Parties to cooperate in the financing, acquisition, construction, equipping, improvement, and installation of "special energy improvement projects," pursuant to Ohio Revised Code Chapter 1710, and as that term is defined in Ohio Revised Code Section 1710.01(1). The Parties intend this Agreement's provisions to be, and they shall be construed as, agreements to take effective cooperative action and to safeguard the Parties' interests. Upon the considerations stated above and upon and subject to the terms and conditions of this Agreement, the Investor, on behalf of the Parties, shall make the Project Advance available to the Owner to pay the costs of the Project. The City and the ESID shall assign, transfer, set over, and pay the Special Assessments actually received by the City or the ESID, respectively, to the Investor, to pay the costs of the Project at the times and in the manner provided in this Agreement; provided, however, that the City, the ESID, and the Investor intend that the City shall receive all Special Assessments from the County Treasurer and shall transfer, set over, and pay all Special Assessments received from the County Treasurer directly to the Investor. The City, the ESID, and the Investor further intend and agree that the Investor shall pay to the ESID, out of the Special Assessments received by the Investor, the ESID Fee and the Servicing Fee with each of the semi-annual installments of the Special Assessments; provided, however, that if the amount of Special Assessments received by the Investor in any year are insufficient to pay the principal of, and interest on the Project Advance due in that year and ESID Fee and the Servicing Fee as described in this seHtie*eesentence, the Special Assessments received shall first be applied to the payment of interest on the Project Advance, then to the repayment of the principal of the Project Advance, then to the payment of the ESID Fee, and then to the payment of the Servicing Fee. 3 Notwithstanding anything in this Agreement to the contrary, any obligations of the City under this Agreement, including the obligation to transfer the Special Assessments received by the City to the Investor, shall be a special obligation of the City and shall be required to be made only from Special Assessments actually received by or on behalf of the City, if any. The City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the City's faith and credit or taxing power, and the ESID, the Owner, and the Investor do not have and shall not have any right to have taxes levied by the City for the transfer of the Special Assessments. Section 2.2. Special Assessments; City Transfer of Special Assessments. (a) The Special Assessment Proceedings. The City has duly enacted the Special Assessment Proceedings. Pursuant to Ohio Revised Code Section 727.33, the City has certified the Special Assessments to the County Auditor for collection. The Parties agree that the County Auditor shall collect the unpaid Special Assessments with and in the same manner as other real property taxes and pay the amount collected to the City. The Parties intend that the County Auditor and the County Treasurer shall have the duty to collect the Special Assessments through enforcement proceedings in accordance with applicable law. (b) Collection of Delinquent Special Assessments. Subject to the City having received written notice of any Special Assessment delinquency, the ESID and the Investor are hereby authorized to take any and all actions as assignees of and, to the extent required by law, in the name of, for, and on behalf of, the City to collect delinquent Special Assessments levied by the City pursuant to the Special Assessment Act and the Special Assessment Proceedings and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement. (c) Prepayment of Special Assessments. The Parties agree that the Special Assessments assessed against the Property and payable to the City pursuant to the Special Assessment Act and the Special Assessment Proceedings may be prepaid to the Investor by the Owner in accordance with Section 4.7 of this Agreement. Except as set forth in this Section 2.2(c) and Section 4.7 of this Agreement, the Owner shall not prepay any Special Assessments. Notwithstanding the foregoing, if the Owner attempts to cause a prepayment of the Special Assessments by paying to the County Treasurer any amount as a full or partial prepayment of Special Assessments, and if the City shall have knowledge of the same, the City 4 immediately shall notify the Investor, and, unless provided the express written consent of the Investor, the City shall not cause any reduction in the amount of Special Assessments. Except as specifically provided in this Agreement to the contrary, no other action pursuant to any provision of this Agreement shall abate in any way the payment of the Special Assessments by the owners of property or the transfer of the Special Assessments by the City to the Investor. (d) Reduction of Special Assessments. The Parties agree that the Special Assessments may be subject to reduction, but only upon the express written consent or instruction of the Investor. If the Owner causes the Special Assessments to be prepaid in accordance with Sections 2.2(c) and 4.7 of this Agreement, the Investor shall revise the Special Assessments to be collected such that, following such reduction, the amount of Special Assessments remaining to be paid shall be equal to the amounts necessary to pay, as and when due, the remaining outstanding principal of the Project Advance, together with interest at the Applicable Rate, the ESID Fee, the Servicing Fee, and a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties. Upon the City's receipt of the Investor's express written consent or instruction, the City shall certify to the County Auditor, prior to the last date in the then -current tax year on which municipal corporations may certify special assessments to the County Auditor, a reduction in the amount of Special Assessments to be collected. The Parties agree that the Investor may certify any reduction required by this Section 2.2(d) to the County Auditor directly after requesting and receiving the City's consent to certify the reduction on the City's behalf. Notwithstanding anything in this Agreement to the contrary, the City shall not cause any reduction in the amount of Special Assessments without the prior written consent or instruction of the Investor. (e) Assignment of Special Assessments. The City agrees that it shall establish its funds for the collection of the Special Assessments as separate funds maintained on the City's books and records and to be held in the custody of a bank with which the City maintains a depository relationship. The City hereby assigns to the Investor all of its right, title and interest in and to: (i) the Special Assessments received by the City under this Agreement, and (ii) the City's special assessment funds established for the Project; provided, however, such assignment shall not relate to, and the Investor shall have no right, title or interest in any interest earnings which may accrue to the City in respect of the Special Assessments while those Special Assessments are in the City's custody. The City further shall transfer, set over, and pay the Special Assessments and any Delinquency Amounts to the Investor in accordance with this Agreement. The ESID acknowledges and consents to the City's assignment of the Special Assessments to the Investor. The Parties agree that each of the City, the ESID, and the Investor, as assignee of the Special Assessments, is authorized to take any and all actions, whether at law, or 5 in equity, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing any delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. All Parties agree to provide notice to the other Parties within a reasonable period of time following any actions filed to enforce the lien securing any delinquent Special Assessments if such notice is not provided through such action. (f) Transfer of Special Assessments. The parties anticipate that semi-annual installments of the Special Assessments and any Delinquency Amounts will be paid to the City by the County Auditor and the County Treasurer in accordance with Ohio Revised Code Chapters 319, 321, 323, and 727, which, without limiting the generality of the foregoing, contemplates that the County Auditor and County Treasurer will pay the Special Assessments and any Delinquency Amounts to the City on or before May 1 and November 1 of each year. Immediately upon receipt of any moneys received by the City as Special Assessments and any Delinquency Amounts, but in any event not later than hnne ' and Depe bef ' of each - eft -30 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, the City shall deliver to the Escrow Agent on behalf of the Investor all such moneys received by the City as Special Assessments and any Delinquency Amounts. The Investor shall provide the City with account and payment information of the Escrow Agent in the form of Exhibit H on the date on which this Agreement becomes effective. The Investor may from time to time provide updated written account and payment information in the form of Exhibit H to the City for the payment of Special Assessments and any Delinquency Amounts, but the City shall maintain its right to send the special assessments by ACH or check in its sole discretion. The Parties acknowledge and agree that the City shall not be liable for any losses, costs, or expenses arising directly or indirectly from the City's reliance upon and compliance with any instructions from the Investor to the City directing that payment be made to any entity other than the Investor. If at any time during the term of this Agreement the County Auditor agrees, on behalf of the City, to disburse the Special Assessments and any Delinquency Amounts directly to the Investor or its trustee or other designee pursuant to instructions or procedures agreed upon by the County Auditor and the Investor, then, upon each transfer of an installment of the Special Assessments and any Delinquency Amounts from the County Auditor to the Investor or its trustee or other designee, the City shall be deemed to have satisfied all of its obligations under this Agreement to transfer that installment of the Special Assessments and any Delinquency Amounts to the Investor. (g) Repayment of Project Advance. The Investor shall credit, on the dates shown on the Repayment Schedule (which is attached to and incorporated into this Agreement as Exhibit B), Special Assessments in the amounts shown on the C Repayment Schedule to the payment of accrued interest on the Project Advance and to the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Investor, on the dates shown on the Repayment Schedule, further shall pay to the ESID, after the payment of accrued interest on the Project Advance and the repayment of the portion of principal of the Project Advance scheduled to be repaid on such date, the ESID Fee and the Servicing Fee, or such lesser amount as may be available from the Special Assessments on the applicable date after the payment of accrued interest on the Project Advance and the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Parties acknowledge and agree that the County Auditor may calculate, charge, and collect a fee on each annual installment of the Special Assessments pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties, and that such fee shall be paid to the County Auditor with the Special Assessments, and that the County Auditor will retain such fee. Section 2.3. Obligations Unconditional; Place of Payments. The City's obligation to transfer the Special Assessments and any Delinquency Amounts to the Investor under Section 2.2 of this Agreement shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the ESID, or the Owner; provided, however, that the City's obligation to transfer the Special Assessments and any Delinquency Amounts is limited to the Special Assessments and any Delinquency Amounts actually received by or on behalf of the City, and nothing in this Agreement shall be construed to obligate the City to transfer or pledge, and the City shall not transfer or pledge any special assessments not related to the ESID. Section 2.4. Appropriation by the City; No Further Obligations. Upon the Parties' execution of this Agreement, all of the Special Assessments and any Delinquency Amounts received or to be received by the City shall be deemed to have been appropriated to pay the City's obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City. During the years during which this Agreement is in effect, the City shall take such further actions as may be necessary or desirable in order to appropriate the transfer of the Special Assessments and any Delinquency Amounts actually received by the City in such amounts and at such times as will be sufficient to enable the City to satisfy its obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City; provided that the City shall not be responsible for the costs and expenses of any collection or enforcement actions, except to the extent of any Special Assessments and any Delinquency Amounts actually received by the City; and provided further that nothing in this paragraph shall be construed as a waiver of the City's right to be indemnified pursuant to Section 6.4 of this Agreement or pursuant to the Special Assessment Agreement. The City shall have no obligation, legally, morally or otherwise, to use or apply to the payment of the 7 Special Assessments and any Delinquency Amounts any funds or revenues from any source other than the moneys received by the City as Special Assessments and any Delinquency Amounts. Section 2.5. Security for Advanced Funds. To secure the transfer of the Special Assessments and any Delinquency Amounts by the City to the Investor, and in accordance with the Special Assessment Act and the Special Assessment Proceedings, the ESID hereby assigns, transfers, sets over, and shall pay all of its right, title, and interest in and to the Special Assessments and any Delinquency Amounts related to the ESID actually received by or on behalf of the City to the Investor. The Owner and the City agree and consent to that assignment. ARTICLE III: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS Section 3.1. The City's Representations and Warranties. The City represents and warrants that: (a) It is a municipal corporation, duly organized, and validly existing under the Constitution and applicable laws of the State. (b) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the City's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the City and does not and will not conflict with or result in a default under any agreement or instrument to which the City is a party or by which it is bound. (c) It, by proper action, has duly authorized, executed, and delivered this Agreement, and the City has taken all steps necessary to establish this Agreement and the City's covenants and agreements within this Agreement, as valid and binding obligations of the City, enforceable in accordance with their terms. (d) To its knowledge, there is no litigation pending or threatened against or by the City in which an unfavorable ruling or decision would materially adversely affect the City's ability to carry out its obligations under this Agreement. (e) The assignment contained in Section 2.2(e) is a valid and binding obligation of the City with respect to the Special Assessments received by the City under this Agreement. Section 3.2. The ESID's Representations and Warranties. The ESID represents and warrants that: (a) It is a nonprofit corporation and special improvement district, duly organized, and validly existing under the Constitution and applicable laws of the State. 91 (b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the ESID that would impair its ability to carry out its obligations contained in this Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the ESID's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the ESID and does not and will not conflict with or result in a default under any agreement or instrument to which the ESID is a party or by which it is bound. (d) It, by proper action, duly has authorized, executed, and delivered this Agreement, and the ESID has taken and all steps necessary to establish this Agreement and the ESID's covenants and agreements within this Agreement as valid and binding obligations of the ESID, enforceable in accordance with their terms. (e) There is no litigation pending, or to its knowledge threatened, against or by the ESID in which an unfavorable ruling or decision would materially adversely affect the ESID's ability to carry out its obligations under this Agreement. (f) The assignment contained in Section 2.5 is a valid and binding obligation of the ESID with respect to the ESID's right, title and interest in the Special Assessments under this Agreement. Section 3.3. The Owner's Representations and Warranties. The Owner represents and warrants that: (a) It is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State. It has all requisite power to conduct its business as presently conducted and to own, or hold under lease, its assets and properties, and, is duly qualified to do business in all other jurisdictions in which it is required to be qualified, except where failure to be so qualified does not have a material adverse effect on it, and will remain so qualified and in full force and effect during the period during which Special Assessments shall be assessed, due, and payable. (b) It, by proper action, duly has authorized, executed, and delivered this Agreement, and it has taken all steps necessary to establish this Agreement and its covenants and agreements within this Agreement as valid and binding obligations, enforceable in accordance with their terms (c) There are no actions, suits or proceedings pending or, to its knowledge, threatened against or affecting it, the Property, or the Project that, if adversely determined, would individually or in the aggregate materially impair its ability to perform any of its obligations under this Agreement, or materially adversely affect its financial condition (an Action), and during the term of this Agreement, the 9 Owner shall promptly notify the Investor of any Action commenced or to its knowledge threatened against it. (d) It is not in default under this Agreement, and no condition, the continuance in existence of which would constitute a default under this Agreement exists. It is not in default in the payment of any Special Assessments or under any agreement or instrument related to the Special Assessments which has not been waived or allowed. (e) Except for any financing of the Property and the lien related thereto that the Owner has previously disclosed in writing, it has made no contract or arrangement of any kind, other than this Agreement, which has given rise to, or the performance of which by the other party thereto would give rise to, a lien or claim of lien on the Project, except inchoate statutory liens in favor of suppliers, contractors, architects, subcontractors, laborers or materialmen performing work or services or supplying materials in connection with the acquiring, constructing, equipping, installing, and improving of the Project. (f) No representation or warranty made by it contained in this Agreement, and no statement contained in any certificate, schedule, list, financial statement or other instrument furnished to the Investor or the ESID by it or on its behalf contained, as of the date thereof, any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (g) Since the date of the most recent financial statements of the Owner provided to the Investor, there has been no material adverse change in the financial condition of the Owner, nor has the Owner mortgaged, pledged or granted a security interest in or encumbered the Property since such date, except as otherwise disclosed to the Investor in writing, and the financial statements which have been delivered to the Investor prior to the date of this Agreement are true, correct, and current in all material respects and fairly represent the respective financial conditions of the subjects of the financial statements as of the respective dates of the financial statements. (h) The Owner has good and marketable title to its Property, subject only to existing liens, pledges, encumbrances, charges or other restrictions of record previously disclosed by the Owner to the Investor in writing, liens for taxes not yet due and payable, and minor liens of an immaterial nature. (i) The Project complies in all material respects with all applicable zoning, planning, building, environmental and other regulations of each Governmental Authority having jurisdiction of the Project, and all necessary permits, licenses, consents and permissions necessary for the Project have been or will be obtained. (j) The plans and specifications for the Project are satisfactory to the Owner, have been reviewed and approved by the general contractor for the Project, the tenants 10 under any leases which require approval of the plans and specifications, the purchasers under any sales contracts which require approval of the plans and specifications, any architects for the Project, and, to the extent required by applicable law or any effective restrictive covenant, by all Governmental Authorities and the beneficiaries of any such covenants; all construction of the Project, if any, already performed on the Property has been performed on the Property in accordance with such approved plans and specifications and the restrictive covenants applicable to the plans and specifications; there are no structural defects in the Project or violations of any requirement of any Governmental Authorities with respect to the Project; the planned use of the Project complies with applicable zoning ordinances, regulations, and restrictive covenants affecting the Property as well as all environmental, ecological, landmark and other applicable laws and regulations; and all requirements for such use have been satisfied. (k) The Owner has the Required Insurance Coverage and will maintain the Required Insurance Coverage at all times during the term of this Agreement, while any principal of or interest on the Project Advance remains outstanding, and while any Special Assessments remain to be paid. Any return of insurance premium or dividends based upon the Required Insurance Coverage shall be due and payable solely to the Owner or its Lender pursuant to any agreements between the Owner and its Lender, unless such premium shall have been paid by the Investor, in accordance with the distribution priority specified in Section 4.3. (1) Each Disbursement Request Form presented to the Investor, and the receipt of the funds requested by the Disbursement Request Form, shall constitute an affirmation that the representations and warranties contained in this Agreement remain true and correct as of the date of the Disbursement Request Form and the receipt of the funds requested by the Disbursement Request Form. (m) Each of the Property and the Project are, and at all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, used solely for the commercial purposes disclosed by the Owner to the Investor in writing. (n) The Project and the plans and specifications for the Project have been developed pursuant to an energy audit prepared by Energy Optimizers, USA, which energy audit demonstrates that the Project is expected to generate $145,300 in annual energy savings and $11,000 in annual operations and maintenance savings. (o) Each of the components of the Project is a qualified "special energy improvement project' pursuant to the definition of that term in Ohio Revised Code Section 1710.01(I). (p) At all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, the Owner shall comply in all respects with the Special 11 Assessment Act and the Special Assessment Proceedings and shall take any and all action necessary to remain in compliance with the Special Assessment Act and the Special Assessment Proceedings. (q) The Owner has caused the Guarantors to sign and deliver the Completion Guaranty dated as of the date of this Agreement, from the Guarantors, jointly and severally, to the Investor. (r) The Owner has caused the Guarantors to sign and deliver the Payment Guaranty dated as of the date of this Agreement from the Guarantors, jointly and severally, to the Investor. Section 3.4. The Owner's Additional Agreements. The Owner agrees that: (a) It shall not transfer or convey any right, title, or interest, in or to the Property and the Project, except after giving prompt notice of any such transfer or conveyance to the Investor; provided, however, that the foregoing restrictions shall not apply to the grant or conveyance of any leasehold interests, mortgage interest, or lien interest, except as may be otherwise provided in this Agreement. Before or simultaneous with any such transfer or conveyance, the Owner shall (i) execute, cause the transferee or purchaser to execute, and deliver to the Investor, the City, and the ESID a fully executed "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G; and (ii) execute, cause the transferee or purchaser to execute, and deliver to the Investor, an assignment of all construction contracts related to the Project. The Parties acknowledge and agree that the Assignment and Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. (b) It shall pay when due all taxes, assessments, service payments in lieu of taxes, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Property, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the Property. The Owner shall furnish the Investor, upon reasonable request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Owner under this Agreement. The Parties acknowledge and agree that the foregoing obligation is in addition to the Owner's obligation to pay the Special Assessment. (c) It shall not, without the prior written consent of the Investor, cause or agree to the imposition of any special assessments, other than the Special Assessments, on the Property for the purpose of paying the costs of "special energy improvement 12 projects," as that term is defined in Ohio Revised Code Section 1710.01(1), as amended and in effect at the time. (d) It shall promptly pay and discharge all claims for labor performed and material and services furnished in connection with the acquisition, construction, equipping, installation, and improvement of the Project. (e) It shall promptly notify the Investor of any material damage or destruction to the Project. (f) Upon the reasonable request of the Investor, it shall take any actions and execute any further certificates, instruments, agreements, or documents as shall be reasonably necessary in connection with the performance of this Agreement and with the transactions, obligations, and undertakings contained in this Agreement. (g) It does not and will not engage in operations that involve the generation, manufacture, refining, transportation, treatment, storage or handling of hazardous materials or hazardous wastes, as defined in applicable state law, or any other federal, state or local environmental laws or regulations, and neither the Property nor any other of its premises has been so used previously, in each case, except as previously disclosed in writing to the Investor. There are no underground storage tanks located on the Property. There is no past or present non-compliance with environmental laws, or with permits issued pursuant thereto, in connection with the Property, which has not been fully remediated in accordance with environmental laws. There is no environmental remediation required (or anticipated to be required) with respect to the Property. The Owner does not know of, and has not received, any written or oral notice or other communication from any person (including but not limited to a governmental entity) relating to hazardous substances or remediation of hazardous substances, of possible liability of any person pursuant to any environmental law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with the foregoing. ARTICLE IV: PROJECT ADVANCE; CONSTRUCTION OF PROJECT; REPAYMENT Section 4.1. Project Advance. The Investor has made available to the Owner the Project Advance in the amount of $[12,750,000.00], of which $[11,550,000.00] will be available for disbursement out of the Project Account (as defined below), $[300,000.00] shall be used to pay closings costs as provided in Section 4.2 and Exhibit E, and $[900,000.00] will be retained by the Investor as capitalized interest with respect to interest due on the payment dates occurring from June 1, 2019 through December 1, 2020. The Investor shall make disbursements of the $[11,550,000.00] portion of the Project Advance through a segregated account established in the custody of the Investor, which account shall be referred to as the Project Account. Subject to the terms and conditions of this Agreement, the Investor, upon the direction of the Owner, shall disburse amounts on deposit in the Project Account to the Owner or to such parties as may be named by the Owner in order to pay the costs of the Project. 13 If the Project Advance is insufficient to pay the costs of the Project pursuant to this Agreement, the Owner, nevertheless, shall complete the acquisition, construction, egxippifig, iimnrovement, and 4Hprw,-@ exbinstallation of the Project, and the Owner shall pay all such additional costs of the Project from its own funds. The Owner shall not be entitled to reimbursement for any such additional costs of the Project, nor shall it be entitled to any abatement, diminution, or postponement of the Special Assessments or an increase in the amount of the Special Assessments. Section 4.2. Disbursements. In order to cause disbursement of amounts on deposit in the Project Account to pay or reimburse the costs of the Project, the Owner shall submit to the Investor Disbursement Request Forms (a form of which is attached to this Agreement as Exhibit 0, which Disbursement Request Forms each shall, in part, set forth the payments or reimbursements requested, and shall be accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. In addition, the following shall occur: (a) With each Disbursement Request Form: (i) The Owner shall deliver to the Investor copies of all related receipts and invoices; (ii) The Owner shall deliver to the Investor, as necessary, information detailing any other sources of funds spent to pay any portion of the costs shown on any related receipts and invoices such that all costs shown on related receipts and invoices, including costs not eligible to be paid from the Project Advance, shall be accounted for either as costs being paid by a disbursement of a portion of the Project Advance or costs being paid by other sources; (iii) The Owner shall deliver to the Escrow Agent, on behalf of the Investor, as necessary, bank information for wiring the amounts requested for disbursement. (b) With the first Disbursement Request Form submitted, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor copies of all construction permits required for the construction of the Project; (ii) The Owner shall deliver to the Investor copies of all agreements with its general contractor for the Project; (iii) The Owner shall deliver to the Investor a construction schedule completed by the general contractor for the Project, which includes an anticipated date of completion of the Project; and (iv) The Owner shall deliver to the Investor copies of all current policies of the Required Insurance Coverage; 14 (v) The construction plans and specifications shall have been approved by the Investor in its reasonable discretion; (vi) The Owner shall deliver to the Investor the written consent of its existing mortgage lender, if any, to the levying, assessment, and collection of the Special Assessments, in the form attached to this Agreement as Exhibit F; (vii) The Investor shall receive the executed Special Assessment Agreement and Owner Consent and evidence that the same has been recorded in the records of the County Recorder with respect to the Property; (viii) The Owner and the ESID shall provide to the Investor original executed copies of this Agreement and any related certificates; (ix) The Investor shall receive the executed Completion Guaranty; and (x) The Investor shall receive the executed Payment Guaranty. (c) With the final Disbursement Request Form, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor the executed certificate in the form attached as Exhibit D to this Agreement; and (ii) The Owner shall deliver to the Investor copies of all completion inspections and closed permits with respect to the Project. Upon its receipt of each completed Disbursement Request Form, the Investor shall approve all or a portion of the payment or reimbursements requested to be disbursed from the Project Account. To the extent the Investor approves the payment or reimbursements requested to be disbursed from the Project Account, the Investor shall, via the Escrow Agent, pay the Owner or such other parties as are indicated on the Disbursement Request Form the amounts described on such Disbursement Request Form which have been approved by the Investor. Additionally, the Escrow Agent shall disburse closing costs related to the financing described in this Agreement in an amount not to exceed $[300,000.00], as detailed in Exhibit E to this Agreement to the parties set forth on Exhibit E to this Agreement. Without limiting the generality of the foregoing, disbursements made pursuant to this paragraph may be for fees to the Investor, fees to the ESID, legal fees, advisory fees, fees to the City, and other closing costs or contingencies. Section 4.3. Casualties and Takings. The Owner shall promptly notify the Investor if the Project is damaged or destroyed by fire, casualty, injury or any other cause (each such occurrence, a Casualty). Upon the occurrence of such Casualty, the Owner's Lender, if any, may elect, in its sole discretion and judgment, to restore the Property and the Project or to terminate the construction of the Project, and in either case, to direct the application of the insurance proceeds pursuant to the terms of Owner's Lender's agreement with the Owner; provided, that if there are insurance proceeds resulting from or attributable to the Project and it is not prohibited by the Owner's Lender's agreement with the Owner, then the insurance proceeds resulting from or attributable to the Project shall be used to repay the Special Assessments; provided, further, that if the insurance proceeds are not used to restore the Property and the Project, insurance 15 proceeds will be distributed first to Owner's Lender pursuant to its agreements with the Owner, and next to the Investor for repayment of the outstanding balance of the Special Assessments and any related fees, and any excess proceeds will be paid to the Owner. Upon the occurrence of a Casualty, if no Person is a Lender at the time of such Casualty, the insurance proceeds shall be applied to pay the costs of the restoration of the Project or to the repayment of the outstanding balance of the Special Assessments, and in which case the Investor shall remain obligated to make disbursements of up to the total amount of the Project Advance in accordance with this Agreement. In the event restoration of the Project or the Property is pursued, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, said insurance proceeds are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event any part of the Property or the Project shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain (a Taking), the Owner's Lender, if any, may elect, in its sole discretion and judgment, not to restore the Property or the Project or to restore the Property or the Project, and in either case, to direct the application of the proceeds of the Taking pursuant to the terms of its agreements with the Owner. If the Lender determines not to restore the Property or the Project and release funds related thereto to the Owner, the Investor's obligation to make disbursements under this Agreement shall be terminated. If the Lender determines to restore the Property and the Project, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event that no Person is a Lender at the time of such Taking, the Investor's obligation to make disbursements under this Agreement shall be terminated unless the Property and the Project can be replaced and restored in a manner which will enable the Project to be functionally and economically utilized and occupied as originally intended. If the Property and the Project can be so restored, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications, and the Investor shall release the funds for such purpose. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. 16 Section 4.4. Eligible Costs. The costs of the Project which are eligible for payment or reimbursement pursuant to this Agreement include the following: (a) costs incurred directly or indirectly for or in connection with the acquisition, construction, eqoippiffg, iffstall tienn rovement, and 4Hprw,-@ P,01Iinstallation of the Project, including without limitation, costs incurred in respect of the Project for preliminary planning and studies; architectural, legal, engineering, surveying, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (b) financial, legal, recording, title, accounting, and printing and engraving fees, charges and expenses, and all other fees, charges and expenses incurred in connection with the financing described in this Agreement; (c) premiums attributable to any surety and payment and performance bonds and insurance required to be taken out and maintained until the date on which each Project is final and complete; (d) taxes, assessments and other governmental charges in respect of the Project that may become due and payable until the date on which each Project is final and complete; (e) costs, including, without limitation, attorney's fees, incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project; and (f) any other incidental or necessary costs, expenses, fees and charges properly chargeable to the cost of the acquisition, construction, iimnrovement, and 4Hprevexiexbinstallation of the Project. Section 4.5. Completion of Project; Inspection. The Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, shall acquire, construct,imnrove, and 4+ippeveinstall the Project with Project Advance with Reasonable Dispatch, (b) subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Owner in connection with that acquisition, construction, eqoipmet4, iffrta"atieeimnrovement, and iaTf eve txet4installation from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, construction, equipmet4, installationimnrovement, and iftTfevetxentinstallation of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Project is to be owned by the Owner and any contracts made by the Owner 17 with respect to the Project or any work to be done by the Owner on or with respect to the Project are made or done by the Owner on its own behalf and not as agent or contractor for the ESID. During the period of acquisition, construction, ,..gois:tion, eqoippifig, iffsta"atio - a iaTf evetxetimnrovement, and installation of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to deny the request for a Project Advance pursuant to Article IV of this Agreement if (A) such inspection reveals that construction is not proceeding with Reasonable Dispatch, or (B) all undisbursed sources available for the Project are less than the amount necessary, based on Investor's reasonable estimates, to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor. If, in the Investor's opinion, after 30 days' written notice to the Owner, the construction is not proceeding with Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) require that the Owner deposit funds with the Investor in the amount necessary, as reasonably determined by the Investor, such that such deposit and all other undisbursed sources available for the Project equal or exceed the amount necessary to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor, (iii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, and/or (iv) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor of the Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Owner stating: (a) the date on which the acquisition, construction, equipping, installationimnrovement, and iaTf eve txentinstallation of the Project was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Owner has no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications, permits, and budget for the Project approved by the Investor; (c) that the Owner has complied, and will continue to comply with all applicable statutes, regulations, and ordinances in connection with the Property and the construction of the Project; (d) that the Owner holds fee ownership of the Property; (e) that the general contractor for the project has not offered the Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date. Section 4.6. Repayment. The Parties acknowledge that pursuant to this Agreement, the Project Advance is expected to be repaid by the Special Assessments. The Parties agree that the Special Assessments have been levied and certified to the County Auditor in the amounts 18 necessary to amortize the Project Advance, together with interest at the Applicable Rate, the ESID Fee, the Servicing Fee. The Parties further acknowledge that in addition to the amount of the Special Assessments and other related interest, fees, and penalties, the County Auditor may charge and collect a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36. Interest shall accrue on so much of the amount of the Project Advance as shall have been disbursed under this Agreement from the date of disbursement; provided, however, that a portion of the Project Advance may be used to pay interest accruing and due and payable on the Project Advance prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City. The Parties acknowledge and agree that the total amount of the Project Advance includes an assumed amount of interest to be paid out of the Project Advance for interest accruing and due and payable prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City, but that in the event that the entire amount so assumed is not necessary to pay interest based on the disbursement of the Project Advance, any excess amount of the Project Advance shall be available for, and shall be used to pay, eligible costs of the Project. The Owner agrees to pay, as and when due, all Special Assessments with respect to its Property. Notwithstanding anything in this Section 4.6 or this Agreement to the contrary, the Parties acknowledge and agree that, pursuant to the laws of the State, the Special Assessments to be collected by the County Treasurer which as of the relevant date are not yet due and payable never shall be accelerated, and the lien of the Special Assessments never shall exceed the amount of Special Assessments which, as of the relevant date, are due and payable but remain unpaid. Section 4.7. Prepayment. Until the third anniversary of the date of this Agreement, the Project Advance may not be prepaid. At any time after the third anniversary of the date of this Agreement and before the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 101% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. At any time after the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 100% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. Prior to and as a condition to any prepayment by the Owner, the Owner must provide written notice to the Investor of its intent to prepay all or any portion of the Project Advance not less than 60 days prior to the date anticipated for such prepayment. Immediately upon any prepayment pursuant to this Section 4.7, the Investor shall notify the City of the prepayment, and the Owner, the Investor, and the City shall cooperate to reduce the amount of Special Assessments to be collected by the County Auditor pursuant to Section 2.2(d) of this Agreement. 19 Section 4.8. Payment of Fees and Expenses. If an Event of Default on the part of the Owner should occur under this Agreement such that the ESID, the Investor, or the City should incur expenses, including but not limited to attorneys' fees, in connection with the enforcement of this Agreement or the collection of sums due under this Agreement, the Owner shall reimburse the ESID, the Investor, and the City, as applicable, for any reasonable out-of-pocket expenses so incurred upon demand. If any such expenses are not so reimbursed, the amount of such expenses, together with interest on such amount from the date of demand for payment at an annual rate equal to the lesser of 10% or the maximum rate allowable by law shall constitute indebtedness under this Agreement, and the ESID, the Investor, and the City, as applicable, shall be entitled to seek the recovery of those expenses in such action except as limited by law or by judicial order or decision entered in such proceedings. Section 4.9. Further Assurances. Upon the request of the Investor, the Owner shall take any actions and execute any further documents as the Investor deems necessary or appropriate to carry out the purposes of this Agreement. ARTICLE V: EVENTS OF DEFAULT AND REMEDIES Section 5.1. Events of Default. If any of the following shall occur, such occurrence shall be an Event of Default under this Agreement: (a) The Owner shall fail to pay an installment of the Special Assessments when due, after taking into account all applicable extensions; (b) The City shall fail to appropriate in any fiscal year the Special Assessments payable to the Investor pursuant to this Agreement in such fiscal year, or shall fail to transfer, or cause the transfer of, any of the Special Assessments to the Investor within the time specified in this Agreement; (c) Any Party is in material breach of its representations or warranties under this Agreement; provided, however, that upon the material breach of a Party's representations or warranties under this Agreement, such Party shall have the right to cure such breach within 5 days of the receipt of notice, and, if so cured, such breach shall not constitute an Event of Default; (d) The ESID, the Owner, or the City, shall fail to observe and perform any other agreement, term, or condition contained in this Agreement, and the continuation of such failure for a period of 30 days after written notice of such failure shall have been given to the ESID, the Owner, or the City, as applicable, by any other Party to this Agreement, or for such longer period to which the notifying Party may agree in writing; provided, however, that if the failure is other than the payment of money, and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as 20 the ESID, an Owner, or the City, as applicable, institutes curative action within the applicable period and diligently pursues that action to completion; (e) The Owner abandons its Property or the Project; (f) The Owner commits waste upon its Property or the Project; (g) At any time prior to the termination of the Payment Guaranty or the Completion Guaranty, as applicable, any of the Guarantors dies, and the Owner fails to secure a replacement guarantor approved by the Investor who shall assume the obligations of the deceased Guarantor within 90 days following the Guarantor's death on the terms approved by the Investor; (h) The Owner becomes bankrupt or insolvent or files or has filed against it (and such action is not stayed or dismissed within 90 days) a petition in bankruptcy or for reorganization or arrangement or other relief under the bankruptcy laws or any similar state law or makes a general assignment for the benefit of creditors; or (i) Any workmanship or materials constituting a portion of the Project or incorporated into the Project shall be materially defective and shall not be corrected within 30 days after notice. The declaration of an Event of Default above, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings. Promptly upon any non -defaulting Party becoming aware that an Event of Default has occurred, such Party shall deliver notice of such Event of Default to each other Party under this Agreement in accordance with the notice procedures described in Section 6.5 of this Agreement. Section 5.2. Remedies on Default. Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) Upon an Event of Default described in Section 5.1(a) only, the Investor shall become entitled to receive any Delinquency Amounts actually received by the City. (b) The ESID, the Investor, and the City, together or separately, may pursue all remedies now or later existing at law or in equity to collect all amounts due and to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of any of the Parties, as applicable, under this Agreement, including enforcement under Ohio Revised Code Chapter 2731 of duties resulting from an office, trust, or station upon the ESID or the City, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, 21 the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. (c) Any Party may pursue any other remedy which it may have, whether at law, in equity, or otherwise, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. Notwithstanding the foregoing, each of the ESID, the City, and the Investor shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to it by the Owner at no cost or expense to the ESID, the City, or the Investor. Section 5.3. Foreclosure. Pursuant to Section 2.1 of the Special Assessment Agreement by and among the County Treasurer, the City, the ESID, the Investor, and the Owner and dated as of the date of this Agreement (the Special Assessment Agreement), the County Treasurer has agreed not to confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the ESID to the County Treasurer pursuant to the records of the County Treasurer without the consent of the ESID and the Investor. The ESID hereby agrees that in the event it is asked to provide its consent in accordance with Section 2. 1, it will notify the Investor of such request, and it will not provide its consent pursuant to Section 2.1 of the Special Assessment Agreement without the Investor's prior written direction. Section 5.4. No Remedy Exclusive. No remedy conferred upon or reserved to the Parties by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, or now or later existing at law, in equity or by statute; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power nor shall be construed to be a waiver, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Parties to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made in this Agreement. Section 5.5. No Waiver. No failure by a Party to insist upon the strict performance by the other Parties of any provision of this Agreement shall constitute a waiver of such Party's 22 right to strict performance; and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Parties to observe or comply with any provision of this Agreement. Section 5.6. Notice of Default. Any Party to this Agreement shall notify every other Party to this Agreement immediately if it becomes aware of the occurrence of any Event of Default or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default. Section 5.7. Right of Senior Lender to Cure Events of Default. Notwithstanding anything contained in this Agreement to the contrary, if an Event of Default occurs, then the Investor shall provide any Lender with a copy of any written notice of the Event of Default sent to the Owner contemporaneously with the giving of such notice to the Owner, and if such default is curable, shall permit the Lender the option (but not the obligation) to cure the default within the time period, if any, specified for cure under this Agreement; provided, however, that the Lender shall have 30 additional days beyond the time period, if any, specified for cure in this Agreement within which to effect a cure of such default, or if such default cannot reasonably be cured by the Lender within such 30 day period, such additional time as the Lender reasonably requires provided that the Lender has commenced efforts to cure such default and is diligently pursuing such cure, and provided further that such additional time shall not be longer than 90 days. ARTICLE VI: MISCELLANEOUS Section 6.1. Owner Waivers. The Owner acknowledges that the process for the imposition of special assessments provides the owner of property subject to such special assessments with certain rights, including rights to: receive notices of proceedings; object to the imposition of the special assessments; claim damages; participate in hearings; take appeals from proceedings imposing special assessments; participate in and prosecute court proceedings, as well as other rights under law, including but not limited to those provided for or specified in the United States Constitution, the Ohio Constitution, Ohio Revised Code Chapter 727, the Charter of the City and the ordinances in effect in the City (collectively, Assessment Rights). The Owner irrevocably waives all Assessment Rights as to the Project and consents to the imposition of the Special Assessments as to the Project immediately or at such time as the ESID determines to be appropriate, and the Owner expressly requests the entities involved with the special assessment process to promptly proceed with the imposition of the Special Assessments upon its Property as to its Energy Project. The Owner further waives in connection with the Project: any and all questions as to the constitutionality of the laws under which the Project will be constructed and the Special Assessments imposed upon the Property; the jurisdiction of the Council of the City acting thereunder; and the right to file a claim for damages as provided in Ohio Revised Code Section 727.18 and any similar provision of the Charter of the City or the ordinances in effect within the City. Section 6.2. Term of Agreement. This Agreement shall be and remain in full force and effect from the date of execution and delivery until the payment in full of the entire aggregate amount of the Special Assessments shall have been made to the Investor and the obligations (if 23 any) of each Party under Section 6.4 shall have been fully satisfied, or such time as the Parties shall agree in writing to terminate this Agreement. Any attempted termination of this Agreement prior to the payment in full of the entire aggregate amount of the Special Assessments which is not in writing and signed by each of the Parties to this Agreement shall be null and void. Section 6.3. Litigation Notice. Each Party shall give all other Parties prompt notice of any action, suit, or proceeding by or against the notifying Party, at law or in equity, or before any governmental instrumentality or agency, of which the notifying Party has notice and which, if adversely determined would impair materially the right or ability of the Parties to perform its obligations under this Agreement. The notifying Party's prompt notice shall be accompanied by its written statement setting forth the details of the action, suit, or proceeding and any responsive actions with respect to the action, suit, or proceeding taken or proposed to be taken by the Party. Section 6.4. Indemnification. The Owner sha4l iad.... & and hRla harmless herebv releases the ESID, the Investor, and the City (including a .mbe erte e difeet,. employee liereo heir respective members, officers, directors, and employees) (collectively, the Indemnified Parties), from, agrees that the Indemnified Parties shall not be liable for, and at Owner's sole cost and expense, agrees to indemnify, protect and save the Indemnified Parties harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, Vis, causes of action, ee4s as litigation, demands, defenses, iudgtnents, suits, proceedings, costs, disbursements or expenses (including, without limitation, reasenableout-of- pocket third party attorneys' and experts' reasonable fees and e�ipexses)disbursements) of any kind or of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or on account of (i) the levy and collection of the Special Assessments, (ii) Owner's financing, acquisition, construction, improvement installation, operation, use or maintenance of the Project, (iii) any act, failure to act or misrepresentation solely by the Owner in connection with, or in the performance of any obligation on the Owner's part to be performed under this Agreement or related to the Special Assessments resulting in material actual damages, or (iv) (a) a past, present or future violation or alleged violation of any environmental laws in connection with the Property by any person or other source, whether related or unrelated to the Owner, (b) any presence of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law (Materials of Environmental Concern) in, on, within, above, under, near, affecting or emanating from the Property, (c) the failure to timely perform any investigation, inspection, site monitoring, containment, clean—up, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release (as defined below) or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of the Property of any Materials of Environmental Concern, including any action to comply with any applicable environmental laws or directives of any governmental authority with regard to any environmental laws, (d) any past, present or future activity by any person or other source, whether related or unrelated to the Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or 24 from the Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting the Property, (e) any past, present or future actual generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of the Property (a Release) (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting the Property by any person or other source, whether related or unrelated to the Owner, (f) the imposition, recording or filing or the threatened imposition, recording or filing of any lien on the Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any environmental law, or (g) any misrepresentation or failure to perform any obligations related to environmental matters in any way pursuant to any documents related to the Special Assessments. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Owner. The Owner shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Owner; but if the Owner shall elect not to assume such defense, it shall reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in its reasonable discretion, with the selection of counsel by the Owner, a new mutually agreeable counsel shall be retained at the expense of the Owner. Each Indemnified Party agrees that the Owner shall have the sole right to compromise, settle or conclude any claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in any such action at their own expense; and provided further that such Indemnified Party shall have the right to employ counsel in any such action and the fees and expenses of such counsel shall be at the expense of the Owner, if. (i) the employment of counsel by such Indemnified Party has been authorized by the Owner, (ii) there reasonably appears that there is a conflict of interest between the Owner and the Indemnified Party in the conduct of the defense of such action (in which case the Owner shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Owner shall not in fact have employed counsel to assume the defense of such action. The Owner shall also indemnify the Indemnified Parties from and against all costs and expenses, including reasonable attorneys' fees, lawfully incurred in enforcing any obligations of the Owner under this Agreement. The obligations of the Owner under this Section shall survive the termination of this Agreement and shall be in addition to any other rights, including without limitation, rights to indemnity which any Indemnified Party may have at law, in equity, by contract or otherwise. None of the Investor, the City, or the ESID shall have any liability to the Owner or any other Person on account of (i) the Owner engaging a contractor or architect from the list of contractors and architects submitted by the ESID or the Investor to the Owner, (ii) the services performed by the contractor, or (iii) any neglect or failure on the part of the contractor to perform or properly perform its services. None of the Investor, the City, or the ESID assumes any obligation to the Owner or any other Person concerning contractors, the quality of 25 construction of the Project or the absence of defects from the construction of the Project. The making of a Project Advance by the Investor shall not constitute the Investor's approval or acceptance of the construction theretofore completed. The Investor's inspection and approval of the budget, the construction work, the improvements, or the workmanship and materials used in the improvements, shall impose no liability of any kind on the Investor, the sole obligation of the Investor as the result of such inspection and approval being to make the Project Advances if, and to the extent, required by this Agreement. Any disbursement made by the Investor without the Investor having received each of the items to which it is entitled under this Agreement shall not constitute breach or modification of this Agreement, nor shall any written amendment to this Agreement be required as a result. Section 6.5. Notices. All notices, certificates, requests or other communications under this Agreement shall be in writing and shall be deemed to be sufficiently given when mailed by registered or certified mail, postage prepaid, and addressed to the appropriate Notice Address. The Parties, by notice given under this Agreement to the others, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Each of the Parties agree to provide the other Parties to this Agreement of any litigation of which it has actual knowledge that may adversely affect its ability to carry out its obligations under this Agreement. Section 6.6. Extent of Covenants; No Personal Liability. All covenants, obligations, and agreements of the ESID and the City contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No covenant, obligation, or agreement shall be deemed to be a covenant, obligation, or agreement of any present or future member, officer, agent, or employee of the ESID, the Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor in other than his or her official capacity; and none of the members of the Board, the City Council, or the Board of Directors of the Investor, nor any official of the ESID, the Owner, the City, or the Investor executing this Agreement shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the covenants, obligations, or agreements of the ESID, the Owner, the City, or the Investor contained in this Agreement. Section 6.7. Binding Effect; Assignment; Estoppel Certificates. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Parties. Except as specifically provided below, this Agreement shall not be assigned by the any of the Parties except as may be necessary to enforce or secure payment of the Special Assessments. Notwithstanding anything in this Agreement to the contrary, the Owner freely may sell the Property and the Project or any portion of the Property and the Project from time to time and may assign this Agreement to an arms -length, good faith purchaser of the Property but only after notice of such assignment is given to the Investor, and only upon (i) the execution and delivery to the City, the Investor, and the ESID of an "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G; and (ii) the execution and delivery to the Investor of an assignment of all construction contracts for the Project. The Parties acknowledge and agree that the Assignment and 26 Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. Following any assignment by the Owner as described above, all obligations of the Owner contained in this Agreement, the Special Assessment Agreement, and the Owner Consent shall be obligations of the assignee, and the assigning Owner shall be released of its obligations to a corresponding extent. Notwithstanding anything in this Agreement to the contrary, the Investor shall have the unrestricted right at any time or from time to time, and without the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement, and may sell or assign any and all liens received directly or indirectly from the City to any Person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to effect the foregoing so long as such amendment does not materially adversely impact the Owner's rights and obligations under this Agreement. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Investor Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. If, at any time, the Investor assigns any of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to an Investor Assignee, the Investor shall give prompt notice of such assignment to the other Parties. In addition, the Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Owner, to grant to one or more Persons (each, a Participant) participating interests in Investor's obligation to make Project Advances under this Agreement or to any or all of the loans held by Investor under this Agreement. In the event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Owner, the Investor shall remain responsible for the performance of its obligations under this Agreement, and the Owner shall continue to deal solely and directly with the Investor in connection with the Investor's rights and obligations under this Agreement. The Owner agrees that the Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. This Agreement may be enforced only by the Parties, their permitted assignees, and others, who may, by law, stand in their respective places. Any Party shall at any time and from time to time, upon not less than 30 days' prior written notice by the other party, execute, acknowledge and deliver to such party a statement in writing certifying that: (i) this Agreement is unmodified and in full force and effect (or, if there has been any modification of this Agreement, that the same is in full force and effect as modified and stating the modification or modifications); (ii) to the best of such Party's actual knowledge 27 (without any duty of inquiry) there are no continuing Events of Default (or, if there is a continuing Event of Default, stating the nature and extent of such Event of Default); (iii) that, to the best of such Party's actual knowledge (without any duty of inquiry) there are no outstanding damages or liability arising from an Event of Default (or, if there is any outstanding damages or liability, stating the nature and extent of such damages or liability); (iv) if such certificate is being delivered by the Owner, the dates to which the Special Assessments have been paid; and (v) if such certificate is being delivered by the Investor, the dates to which the Special Assessments have been paid to the Investor. It is expressly understood and agreed that any such certificate delivered pursuant to this Section 6.7 may be relied upon by any prospective assignee of the Owner or any prospective Investor Assignee. Section 6.8. Amendments and Supplements. Except as otherwise expressly provided in this Agreement, this Agreement may not be amended, changed, modified, altered or terminated except by unanimous written agreement signed by each of the Parties materially affected by such proposed amendment, change, modification, alteration, or termination. For purposes of this Section, a materially affected Party is a Party with respect to which a material right or obligation under this Agreement is proposed to be amended, changed, modified, altered, or terminated. Any attempt to amend, change, modify, alter, or terminate this Agreement except by unanimous written agreement signed by all of the materially affected Parties or as otherwise provided in this Agreement shall be void. Section 6.9. Execution Counterparts. This Agreement may be executed in counterpart and in any number of counterparts, each of which shall be regarded as an original and all of which together shall constitute but one and the same instrument. Section 6.10. Severability. If any provision of this Agreement, or any covenant, obligation, or agreement contained in this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation, or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained in this Agreement. That invalidity or unenforceability shall not affect any valid and enforceable application of the provision, covenant, obligation, or agreement, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law. Section 6.11. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. [Balance of page intentionally left blank.] [Counterpart signature pages follow.] 28 IN WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed in their respective names, all as of the date first written above. BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., as the ESID Name: Title: [Signature Page to Energy Project Cooperative Agreement] BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, as the Owner Name: Title: [Signature Page to Energy Project Cooperative Agreement] ORIN PUBLIC FINANCE, LLC, as the Investor Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY OF DUBLIN, OHIO, as the City C Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY FISCAL OFFICER CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the moneys required to meet the obligations of the City during the year 2019 under the foregoing Energy Project Cooperative Agreement, being $0.00, have been lawfully appropriated by the City Council of the City of Dublin, Ohio for such purpose and are in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44. Director of Finance City of Dublin, Ohio Dated: 2019 [City Fiscal Officer Certificate Energy Project Cooperative Agreement] F.XHTRTT A As used in this Agreement, the following words have the following meanings: Agreement' means this Energy Project Cooperative Agreement, dated as of March --, 2019, by and between the ESID, the Owner, the Investor, and the City, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Applicable Rate" means, with respect to each of the following periods after the date if this Agreement shown below, the annual rate of interest stated opposite of the period: Period Interest Rate March 13, 2019 to March 12, 2026 6.75% March 13, 2026 to March 12, 2029 7.25% March 13, 2029 to March 12, 2034 7.75% March 13, 2034 to March 12, 2039 8.25% March 13, 2039 to full repayment 8.75% Board" means the Board of Directors of the ESID. "City" means the City of Dublin, Ohio. "City Council" means the City Council of the City. "Completion Date" means the latest date on which substantial completion of the Project, in accordance with the Plans occurs, which date shall be established by the Completion Certificate attached to this Agreement as Exhibit D. "Completion Guaranty" means the Completion Guaranty dated as of March , 2019 from the Guarantors, jointly and severally, to the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "County" means Franklin County, Ohio. "County Auditor" means the Auditor of the County. "County Prosecutor" means the Prosecuting Attorney of the County. A-1 "County Treasurer" means the Treasurer of the County. "Delinquency Amounts" means any penalties or interest which may be due on or with respect to any installment of the Special Assessments and which are not paid or payable to any party (other than the Investor under this Agreement) under law. "Disbursement Request Form" means the form attached to this Agreement as Exhibit C which form shall be submitted by the Owner in order to receive disbursements from the Project Account. Escrow Agent' means Zions Bancorporation, National Association. "ESID" means the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., a nonprofit corporation and energy special improvement district organized under the laws of the State of Ohio. ESID Fee" means a semi-annual fee payable to the ESID in the amount of 0.50% of the related installment of the Special Assessments, as shown on the repayment schedule attached to this Agreement as Exhibit B. "Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Guarantors" means, collectively, and "Guarantor" means, individually, any one of, Brent Crawford, Bob Hoying, and Nelson Yoder, together with any successor guarantor or guarantors. "Investor" means ORIN Public Finance, LLC, a limited liability company duly organized and validly existing under the laws of the State of [Texas], together with any Investor Assignee. "Lender" means any Person which has loaned money to the Owner to pay or refinance the costs of acquiring, financing, refinancing, or improving the Property and which loan is secured by a mortgage interest in the Property, or any permitted successors or assigns of such Person. "Notice Address" means: (a) As to the City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager (b) As to the ESID: Columbus Regional Energy Special Improvement District, Inc. A-2 c/o Columbus -Franklin County Finance Authority 350 East First Avenue, Suite 120 Columbus, Ohio 43201 Attention: Jeremy Druhot With a Copy To: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 S. Third Street Columbus, Ohio 43215 (c) As to the Owner Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford (d) As to the Investor ORIX Public Finance, LLC "Ordinance Levying Assessments" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.25 with respect to levying special assessments on real property within the ESID. "Ordinance to Proceed" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.23 with respect to levying special assessments on real property within the ESID. "Owner" means Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company, and any permitted successors or assigns. "Owner Consent" means the Owner Consent dated , 2019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. Parties" means the ESID, the Owner, the Investor, and the City. Party" means, individually, any one of the Parties. "Payment Guaranty" means the Payment Guaranty, dated as of March 2019, from the Guarantors, jointly and severally, and the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Person" or words importing persons mean firms, associations, partnerships (including without limitation, general and limited partnerships), limited liability companies, joint ventures, A-3 societies, estates, trusts, corporations, public or governmental bodies, political subdivisions, other legal entities, and natural persons. "Plan" means the Columbus Regional Energy Special Improvement District Program Plan adopted by the City of Columbus, Ohio by its Resolution No. 0261X-2015 of November 23, 2015, and any and all supplemental plans approved by the ESID and the City, including, without limitation, the Supplemental Plan. Project' means the special energy improvement project described in the Supplemental Plan with respect to the Property, for which Special Assessments are to be levied by the City, all in accordance with the Supplemental Plan. "Project Account' means the segregated account in the custody of the Investor for the benefit of the Owner which contains the Project Advance, and out of which disbursements may be made in accordance with Article IV of this Agreement. Project Advance" means the amount of immediately available funds to be transferred, set over, and paid to and held in the Project Account established pursuant to Section 4.1 of this Agreement for the benefit of the Owner. Property" means the real property subject to the Plan. "Reasonable Dispatch" means on a schedule that is no more than four months behind the estimated completion date of the Project, which is April 30, 2020. "Repayment Schedule" means the schedule attached to and incorporated into this Agreement as Exhibit B which schedule establishes the dates and amounts for the repayment of the Project Advance by the Special Assessments paid by the Owner. "Required Insurance Coverage" means, collectively, the Required Property Insurance Coverage and the Required Public Liability Insurance Coverage, each of which, in addition to the requirements described in their respective definitions, (i) must provide for 10 days' notice to the Investor in the event of cancellation or nonrenewal and (ii) must name as an additional insured (mortgagee/loss payee) the Investor. "Required Property Insurance Coverage" means at any time insurance coverage evidenced maintained with generally recognized, responsible insurance companies qualified to do business in the State in the amount of the then full replacement value of the Project and Property, insuring the Project against loss or damage by fire, windstorm, tornado and hail and extended coverage risks on a comprehensive all risk/special form insurance policy and containing loss deductible provisions of not to exceed [$10,000], which insurance coverage shall name the Investor as loss payee/mortgagee. "Required Public Liability Insurance Coverage" means at any time commercial general liability insurance against claims for personal injury, death or property damage suffered by others A-4 upon, in or about any premises occupied by the Owner, which insurance coverage shall name the Investor as an additional insured. Resolution of Necessity" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.12 with respect to levying special assessments on real property within the ESID. "Servicing Fee" means a semi-annual fee of $625.00 collected with each installment of the Special Assessments as shown on the repayment schedule attached to this Agreement as Exhihit R "Special Assessment Act" means, collectively, Ohio Revised Code Section 727.01 et seq., Ohio Revised Code Section 1710.01 et seq., Ohio Revised Code Section 323.01 et seq., Ohio Revised Code Section 319.01 et seq., Ohio Revised Code Section 5721.01 et seq., and related laws. "Special Assessment Proceedings" means, collectively, Resolution No. [ ]-2019 of the City Council adopted on February , 2019 approving the Petition, the Plan, and the Supplemental Plan and declaring the necessity of the Project, Ordinance [ ]-2019, determining to proceed with the Project, adopted on February 2019, and Ordinance [ ]-2019, levying the Special Assessments, adopted on February 2019, with respect to levying special assessments on the Property subject to the Petition. "Special Assessments" means the special assessments levied pursuant to the Special Assessment Act and the Special Assessment Proceedings by the City with respect to the Project, a schedule of which is attached to and incorporated into the Plan. "State" means the State of Ohio. "Supplemental Plan" means the Supplement to Plan for Bridge Park D Block, Dublin, Ohio Project, approved by the City Council on February , 2019 by its Resolution No. [ ]- 2019. A-5 EXHIBIT B REPAYMENT SCHEDULE [To Be Inserted] C F.XHTRTT C DISBURSEMENT REQUEST FORM STATEMENT NO. REQUESTING AND AUTHORIZING DISBURSEMENT OF FUNDS PURSUANT TO SECTION 4.2 OF THE ENERGY PROJECT COOPERATIVE AGREEMENT DATED AS OF MARCH 2019. Amount Requested: $ Pursuant to Section 4.2 of the Energy Project Cooperative Agreement dated as of March , 2019 (the Agreement) among the ESID, the Owner, and the Investor, the undersigned authorized representative of Bridge Park DBlock Commercial Investments, LLC, as the Owner under the Agreement, hereby requests the Investor having custody of the Project Account, to pay to the Owner or the other person(s) listed on the disbursement schedule attached hereto as Appendix I (the Disbursement Schedule), the respective amounts specified in the Disbursement Schedule out of the moneys on deposit in the Project Account for the advances, payments and expenditures made in connection with the costs of the Project described in the Disbursement Schedule, all in accordance with Section 4.2 of the Agreement (capitalized words and terms not otherwise defined herein having the meanings assigned to them in the Agreement). In connection with this request and authorization (the Disbursement Request), the undersigned hereby certifies that: each of the representations and warranties made by the Owner in the Agreement remains true and correct, in all material respects, as of the date of this Disbursement Request and no Event of Default by the Owner under the Agreement exists; (ii) each item for which disbursement is requested by this Disbursement Request is properly payable out of the Project Account in accordance with the terms and conditions of the Agreement and, except as otherwise noted, none of those items has formed the basis for any disbursement heretofore made from the Project Account; (iii) to the extent any portion of the payment requested is for construction work, the Owner has received and herewith delivers to the Investor, conditional waivers of any mechanics' or other liens with respect to such work; (iv) this Disbursement Request and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Investor for its actions taken pursuant hereto; and (v) this Disbursement Request constitutes the approval of the Owner of each disbursement hereby requested and authorized. C-1 Dated: Approved in accordance with the Agreement: ORIN Public Finance, LLC, as the Investor: By:_ Name: Title: Dated: C-2 Authorized Representative of Owner SCHEDULE 1 TO DISBURSEMENT REQUEST FORM Payee Amount Purpose C-3 F.XHTRTT TT FORM OF COMPLETION CERTIFICATE Bridge Park DBlock Commercial Investments, LLC (the Owner) hereby certifies that the Project, as such term is defined in the Energy Project Cooperative Agreement entered into by and between the Owner, the Columbus Regional Energy Special Improvement District, Inc., the City of Dublin, Ohio and ORIN Public Finance, LLC (the Investor) dated as of March , 2019 (the Agreement) has been completed at Franklin County Auditor Parcel ID Numbers 273-013032, 273-013029, and 273-013030 (the Property) in strict compliance with the requirements of the Agreement. Note: Capitalized terms used but not defined in this Completion Certificate have the meaning assigned to them in the Agreement to which a form of this Completion Certificate is attached and of which it forms a part. THE OWNER HEREBY CERTIFIES: (a) That the acquisition, construction, equipping, insta"atieaimnrovement, and 4Rgre,-exiei4installation of the Project was substantially completed on (b) That all other facilities necessary in connection with the Project have been acquired or are otherwise available to the Owner; (c) That the acquisition, construction, equipping, insta"atieaimnrovement, and 4Rgre,-exiei4installation of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, building, environmental, and other similar governmental regulations; (d) That except as provided in clause (e) below, all costs of that acquisition, construction, equippiffg, iffsta"atie*imnrovement, and installation then or theretofore due and payable have been paid; and (e) The amounts, if any, the Investor shall retain in the Project Account for the payment of costs not yet due or for liabilities that the Owner is contesting or which otherwise should be retained and the reasons such amounts should be retained. [Balance of Page Intentionally Left Blank] D-1 NOTICE: DO NOT SIGN THIS COMPLETION CERTIFICATE UNLESS YOU AGREE TO EACH OF THE ABOVE STATEMENTS. Bridge Park DBlock Commercial Investments, LLC, as the Owner Name: Title: D-2 EXHIBIT E CLOSING COSTS DETAIL Pursuant to Section 4.2 of the foregoing Energy Project Cooperative Agreement, the Investor shall disburse to the respective payee set forth below, the following closing costs: [To Be Inserted] E-1 EXHIBIT F CONSENT OF MORTGAGEE N/A. As of the date of this Agreement the Property is not subject to any mortgage. F-1 F.XHTRTT T_ FORM OF ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT [ ] (Assignor), in consideration of the sum of $[ in hand paid and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Assignor's execution of this Assignment and Assumption of Energy Project Cooperative Agreement (Assignment), assigns, transfers, sets over, and conveys to [ ] (Assignee) all of Assignor's right, title, and interest in and to that certain Energy Project Cooperative Agreement dated as of March 2019 between the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District, Inc., Assignor, ORIN Public Finance, LLC (the Investor), and the City of Dublin, Ohio (the City) (the Energy Project Cooperative Agreement). By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Energy Project Cooperative Agreement. Assignee further represents and warrants that it has taken title to the "Property," as that term is defined in the Energy Project Cooperative Agreement, subject to the Special Assessment Agreement dated as of even date with the Energy Project Cooperative Agreement between the Franklin County Treasurer, the City, the ESID, the Investor, and Bridge Park DBlock Commercial Investments, LLC (the Special Assessment Agreement) and to the "Owner Consent" dated as of 2019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Special Assessment Agreement and the Owner Consent. Assignor and Assignee acknowledge and agree that executed copies of this Assignment shall be delivered to the City, the Investor, and the ESID, as each of those terms are defined in the Energy Project Cooperative Agreement, all in accordance with Sections 3.4(a) and 6.7 of the Energy Project Cooperative Agreement In witness of their intent to be bound by this Assignment, each of Assignor and Assignee have executed this Assignment this day of , I , which Assignment is effective this date. This Assignment may be executed in any number of counterparts, which when taken together shall be deemed one agreement. G-1 ASSIGNOR: By: Name: Title: G-2 ASSIGNEE: By: Name: Title: G-3 EXHIBIT H PAYMENT INSTRUCTIONS Payment Instructions for Zions Bancorporation, National Association as Escrow Agent for ORIX Public Finance, LLC Bank Name: [BANK NAME] [BANKADDRESS] ABA: [NUMBER] Beneficiary Name [Address] [Address] Beneficiary Account: [NUMBER] Reference: [NUMBER] Contact: [Information] If sending by check, please make checks payable to: [NAME/REFERENCE] and mail to: Zions Bancorporation, National Association [ADDRESS] [ADDRESS] Attention: [NAME] H-1 Summary report: Litera® Change-Pro TDC 10.1.0.400 Document comparison done on 2/13/2019 8:38:53 AM Style name: Default Style Intelligent Table Comparison: Active Original Filename: Prior EPCA.DOCX Modified DMS: iw://BE-EXP-WSDMS3/Bricker2/13579647/4 Changes: Add 42 Delete 33 "gin 0 Move To 0 Table Insert 0 Tffble44elete 0 Table moves to 0 T-RbMRA.-Aq0 Embedded Graphics Visio, ChemDraw, Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 75 SPECIAL ASSESSMENT AGREEMENT by and among COUNTY TREASURER OF FRANKLIN COUNTY, OHIO ("Treasurer"), And CITY OF DUBLIN, OHIO ("City"), And ORIN PUBLIC FINANCE, LLC ("Investor"), And BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. ("District"), And BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC ("Owner") Dated as of March 2019 SPECIAL ASSESSMENT AGREEMENT THIS SPECIAL ASSESSMENT AGREEMENT (this Agreement) is made effective as of February , 2019, by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., (the District), ORIX Public Finance, LLC (the Investor), and Bridge Park DBlock Commercial Investments, LLC (the Owner). BACKGROUND: WHEREAS, the District was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015; and WHEREAS, the Owner has determined that it is in its best interests to cause the acquisition, construction, :f ta'�improvement, and egoigpinginstallation of energy efficiency improvements, including, without limitation, lighting retrofits, high -efficiency HVAC systems, building automation controls, energy efficient roofs, building insulation, energy efficient windows and doors, and related improvements (collectively, the Project) on the real property located within Franklin County, Ohio (the County) and the City, and as more fully described in Exhibit A to this Agreement (the Property); and WHEREAS, pursuant to Resolution No. [ ]-2019 of the Council of the City (the Council), approved on February , 2019, the Property was added to the territory of the District; and WHEREAS, the costs of the Project are being funded through an advance in the amount of $[12,750,000.00] (the Project Advance) to the Owner pursuant to an Energy Project Cooperative Agreement dated as of March , 2019 between the Investor, the District, the Owner, and the City (the Energy Project Cooperative Agreement); and WHEREAS, to secure the payment of the principal of, and any premium and unpaid interest on the Project Advance used to finance the Project (the Project Costs), (i) the Owner has signed and delivered to the Clerk of Council a Petition for Special Assessments for Special Energy Improvement Projects and Affidavit (the Petition), for the acquisition, construction, improvement, and installation, eVipping aiia :.....fe .met4 of the Project and evidencing the Owner's agreement to the levy and collection of special assessments by the City (the Special Assessments) on the Property, which are located within the District in amounts sufficient to pay the Project Costs, and (ii) the City (a) has taken all the necessary actions required by Chapter 727 of the Ohio Revised Code, including, without limitation, the passage of the assessing ordinance pursuant to the requirements of Ohio Revised Code Section 727.25, for the levying of the Special Assessments and has caused or will cause the Special Assessments to be certified to the County 1 Auditor of Franklin County, Ohio (the County Auditor) for collection by the Treasurer in semi- annual installments, and (b) hereby has agreed to transfer to the Investor the payments of Special Assessments received, which payments are to be transferred to the Investor to pftyrepay the principal of and nay interest, administrative fees, and any redemption premium on the Project EesisAdvance; and WHEREAS, the Owner agrees that its delivery of the Petition and the requests and agreements made in the Petition are irrevocable and that the parties to this Agreement have acted and will act in reliance on the agreements contained in the Petition; and WHEREAS, pursuant to the Petition, the Special Assessments have been levied against the Property as described in the Petition and pursuant to this Agreement the Owner is willing to agree to make Special Assessment payments in accordance with the Petition; and WHEREAS, Chapters 323 and 5721 of the Ohio Revised Code set forth certain parameters and timing requirements for the foreclosure of property on which taxes and assessments, including the Special Assessments, are due and owing and remain unpaid; and WHEREAS, upon the occurrence of an Event of Default pursuant to the Energy Project Cooperative Agreement, it may be necessary for the District to foreclose on the lien of the Special Assessments with respect to the Property as set forth in Section 1 of this Agreement; and WHEREAS, in consideration of the Project Advance, the Owner is willing to consent to an expedited foreclosure process with respect to the lien of the Special Assessments, the form of the consent being attached hereto as Exhibit B (the Owner Consent) and the Owner Consent with respect to the foreclosure of the Special Assessments as soon as possible (as referenced in Section 1 hereof) shall be a covenant running with the Property and binding upon the Owner and upon future owners of the Property until Project Costs Avrepaid in full; and WHEREAS, based on the Owner Consent and other considerations, at the request of the District, upon the occurrence of an Event of Default under the Energy Project Cooperative Agreement, the Treasurer and the City have agreed to foreclose the lien of the Special Assessments as soon as possible as described herein; and WHEREAS, if any assessments, including, without limitation, the Special Assessments, payments in lieu of taxes, real property taxes, or other governmental charges levied on the Property are not paid when due and thereafter remain delinquent, the Treasurer, pursuant to Ohio Revised Code Sections 5721.30 through 5721.41 (the Delinquent Tax Lien Sale Act), specifically Ohio Revised Code Section 5721.33, may, in his discretion, but is not required to, negotiate with one or more persons the sale of any number of tax certificates (Tax Certificates) which evidence the liens (the Tax Liens) of the State of Ohio (the State) and its applicable taxing districts for such delinquent assessments, including Special Assessments, real property taxes, payments in lieu of taxes, governmental charges, or penalties and interest on such Property; and 2 WHEREAS, pursuant to the Delinquent Tax Lien Sale Act, the Treasurer, in his discretion, is entitled to sell such Tax Certificates at a discount from the full amount of the general real estate taxes, assessments, including the Special Assessments, penalties and interest that have become delinquent; and WHEREAS, if the Treasurer were to sell such Tax Certificates at a discount (other than in accordance with the provisions of this Agreement), the proceeds of such sale representing the delinquent Special Assessments might be insufficient to Pay-epav theprincipal of, and the interest, administrative fees, and any redemption premium on the Project Co4RAdvance; and WHEREAS, the Treasurer does not desire to take any action with respect to the collection of the Special Assessments that might adversely affect the repayment of the Project Advance without the consent of the District and the Investor; and WHEREAS, the Treasurer has agreed to remit to the Investor, in the event of a default under the Energy Project Cooperative Agreement, as set forth in this Agreement, amounts collected by the Treasurer and relating to the Special Assessments, including without limitation amounts collected by the Treasurer as a result of foreclosure of the lien of the Special Assessments on the Property and including amounts received from a sale of Tax Certificates pursuant to the Delinquent Tax Lien Sale Act; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, and desiring to be legally bound hereunder, the parties hereto covenant and agree as follows: Section 1. Special Assessments. 1.1 The Owner, prior to the execution and delivery of this Agreement, has signed and delivered to the Clerk of Council the Petition for the acquisition, construction, improvement, and installation, eqoippiffg and :...pr _ .. @i4 of the Project and evidencing the agreement of the Owner to the levy and collection of the Special Assessments as security for the Project Advance. The Owner agrees that its delivery of the Petition and the requests and agreements made therein are irrevocable and that the parties hereto have acted and will act in reliance on the agreements contained in that Petition. The City has duly enacted Resolution No. [ ]-2019, Ordinance [ ]-2019, and Ordinance [ ]-2019 (the Assessing Ordinance) to provide for the levy and collection of the Special Assessments on the Property. The Clerk of Council certified (or caused to be certified) the Assessing Ordinance to the County Auditor as set forth in the Petition. 1.2 The City shall cause the Special Assessments, as set forth in the Assessment Schedule attached to the Petition, to be certified to the County Auditor on or before the last date for the certification of special assessments to the County Auditor pursuant to the requirements of Section 727.33 of the Ohio Revised Code. 3 1.3 In the event the Project Advance is prepaid or redeemed, in whole or in part, the parties shall, in cooperation with the Owner, and to the extent permitted by law, cause the aggregate lien of the Special Assessments to be no greater than the remaining principal of and interest and premium, if any, on the Project Advance through maturity. 1.4 To the extent that the Owner prepays any of the required payments pursuant to the Energy Project Cooperative Agreement, then the amounts of the Special Assessments shall be reduced in accordance with the Assessment Schedule attached to the Petition. 1.5 To secure payments made on the Project Advance, the City hereby assigns to the Investor all of its rights, title to, and interest in the Special Assessments to be levied with respect to the Project Costs. As long as the Project Advance shall be outstanding and amounts shall be due and owing under the Energy Project Cooperative Agreement with respect to the Project Advance, the City assigns to the Investor all of its right, title and interest in and to, and grants to the Investor a security interest in, the Special Assessments received by the City and in the City's related special assessment fund. The Investor, as assignee of the City, is hereby authorized to take any and all such actions as assignee of and, to the extent required by law, in the name of and for and on behalf of the City, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement and the Energy Project Cooperative Agreement. The Treasurer, the City, the District, the Investor, and the Owner each hereby acknowledges, agrees with, and consents to those assignments. 1.6 The City, upon receipt of any moneys received by the City as Special Assessments, but in any event not later than 15 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, shall deliver to the Investor all such moneys received by the City as Special Assessments. The City's obligation to transfer the Special Assessments to the Investor shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the Owner, or any other person; provided, however, that the City's obligation to transfer special assessments is limited to the Special Assessments actually received by the City from the County Auditor. The Investor may from time to time provide written payment instructions to the City for payment of Special Assessments by check, wire instructions, or other means. 1.7 Notwithstanding anything in this Agreement to the contrary, the Treasurer's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The Treasurer's obligations shall be limited to the 4 moneys levied, collected and received in respect of the Special Assessments and any County - imposed collection fees, charges, or penalties. The Treasurer's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the County. 1.8 Notwithstanding anything in this Agreement to the contrary, the City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The City's obligation under this Agreement shall be limited to any moneys received from the County in respect of the Special Assessments and any County -imposed collection fees, charges, or penalties. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the City. Section 2. Foreclosure Process. 2.1 The Treasurer, the City, the Investor, and the Owner each acknowledge that the Special Assessments are to secure payments relating to the Project Advance, including the Project Costs and other amounts as provided under the Energy Project Cooperative Agreement. The Treasurer agrees that so long as the Project Advance is outstanding and the Project Costs thereon, and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, upon the Treasurer's receipt of written notice from the Investor or the District, with a copy to the other of the Investor or the District and to the Owner and the City that an Event of Default (as defined under the Energy Project Cooperative Agreement) has occurred and is continuing and which notice directs Treasurer to foreclose on the lien of the Special Assessments, the Treasurer will, not later than 30 days from the date of the receipt of such notice, file and diligently prosecute a foreclosure action against the Property, following the procedures for lien foreclosures established in Ohio Revised Code § 323.25 and related sections. The foreclosure action shall be to collect all Special Assessments then due and owing on the Property in accordance with the Petition. Without the prior written consent of the District and the Investor, the Treasurer will not confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the District to the Treasurer pursuant to the records of the Treasurer. All fees and expenses of the Treasurer in collecting the Special Assessments are to be included and paid for by the Owner. 2.2 The Treasurer hereby acknowledges that the City has assigned all of its right, title, and interest in and to the Special Assessments to the Investor, and that the District has assigned all of its right, title and interest in an to the Special Assessments to the Investor, and the Treasurer hereby agrees that so long as the Project Advance is outstanding and the Project Costs thereon and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, the Treasurer will not sell or negotiate the sale of one or more Tax Certificates related to the Property for an amount less than 5 100% of the amount levied and certified for collection without the prior written consent of the District and the Investor. 2.3 The Treasurer hereby covenants and agrees that if any of the general real estate taxes, payments in lieu of taxes, assessments, including the Special Assessments, governmental charges, or penalties and interest on the Property are delinquent and the Delinquent Tax Lien Sale Act would permit the Treasurer to negotiate the sale of Tax Certificates with respect thereto, the Treasurer will, prior to giving any notice under the Delinquent Tax Lien Sale Act of a sale of Tax Certificates with respect to the Property, give written notice to the District and the Investor regarding the same and state therein whether the Treasurer reasonably anticipates receiving no less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, originally levied and certified for collection plus other charges, including attorney's fees, or whether the Treasurer reasonably expects to receive less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, levied and certified for collection plus other charges, including attorney's fees, and in accordance with this Agreement is requesting the consent of the District and the Investor for such a sale. 2.4 The Treasurer agrees, on behalf of the County, not to utilize the authority contained in Ohio Revised Code Chapter 5722 to transfer any of the Property to the county land reutilization corporation, to sell or convey any of the Property to any political subdivision under the authority contained in Ohio Revised Code Chapter 5722, or to clear the liens and encumbrances applicable to the Property under the authority contained in Ohio Revised Code Chapter 5722 without the express written consent of the District and the Investor. 2.5 Nothing in this Agreement shall, or shall be construed to, prevent the Treasurer from selling one or more Tax Certificates with respect to the Property to a third party without the consent of the Investor and the District if the price received for the Tax Certificate or Tax Certificates equals or exceeds 100% of the delinquent general real estate taxes, assessments, including the Special Assessments, penalties and interest on the Property outstanding against the Property at the time of such sale. 2.6 The District and the Investor each hereby agrees that upon written notice from the Treasurer pursuant to Section 2.1 of this Agreement, it, within 30 days of receipt of the Treasurer's notice, shall give a written response to the Treasurer indicating therein whether it consents to the request for sale of a Tax Certificate or Tax Certificates. 2.7 No delay or failure of the District or the Investor to give a written response shall be construed to be a consent to such request or to be a waiver of the right to give such consent. No consent or refusal thereof by the District or the Investor in response to a request by the Treasurer shall extend to or affect any subsequent request of the Treasurer or shall impair the rights of the District or the Investor with respect any such subsequent request. C 2.8 So long as the Project Costs are outstanding, the Treasurer hereby covenants and agrees (a) to remit to the Investor, as appropriate and as provided for herein, not more than 30 days from the date of collection by the Treasurer, all Special Assessments collected from the Property, including amounts collected from Tax Certificates; and (b) to the extent the Treasurer seeks and is appointed as receiver for the Property, as provided for in Chapter 323 of the Revised Code, after payment of reasonable fees and expenses of the Treasurer, all amounts collected by the Treasurer, as receiver for the Property and collected as a result of the Special Assessments, shall be remitted to the District. Section 3. Indemnification by Owner 3.1 The Owner hereby releases the District, the City, the Treasurer, the Investor, and their respective officers, directors and employees (collectively, the Indemnified Parties), from, agrees that the Indemnified Parties, shall not be liable for, and ixdeiesat Owner's sole cost and expense, agrees to indemnify, protect and save the Indemnified Parties against, all liabilities, elftiffis, ee4s ffid expenses, ifteludifig BtA of peeke4 and ifleidef4ftl expenses analega harmless against and from any and all damages, losses, liabilities, obligations penalties, claims, causes of action, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, out-of-pocket third party attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever (collectively, the Indemnified Matters) which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Uric ,Party and arising from or on account of. (i) the levy and collection of the Special Assessments; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition, construction, installation, equipment, improvement maintenance, operation and use of the Project; (iii) any breach or default on the part of the Owner in the performance of any covenant, obligation or agreement of the Owner under the Energy Project Cooperative Agreement, or arising from any act or failure to act by the Owner, or any of the Owner's agents, contractors, servants, employees or licensees; (iv) the Owner's failure to comply with any requirement of this Agreement; (v) the efforts of the City and the Treasurer to collect Special Assessments; (vi) any legal costs or out-of-pocket costs incurred by the District specifically related to additional approvals or actions that may be required by the District arising after the date of the Energy Project Cooperative Agreement (and in the case of such legal costs or out-of-pocket costs, agrees to pay such costs directly to the District); (vii) any claim, action or proceeding brought with respect to any matter set forth in clause (i), (ii), (iii), (iv), (v) or (vi) above, provided, however that the Owner shall not indemnify the Indemnified Parties as provided above to the extent that any liability, claim, cost or expenses arises out of or results from the willful misconduct or material breach of this Agreement or the Energy Project Cooperative Agreement of the Indemnified Parties. 3.2 Unless caused by the Tess nertvgenee of -willful misconduct of any of the Indemnified Parties, the Owner covenants and agrees, at its sole cost and expense, to indemnify, protect and save the Indemnified Parties harmless against and from any and all mss liabilities, eblig4iens, Penalties, elftiffis, litigation, demands, defenses, judgmel4s, suits-, 7 whatsee e_ (eelleeti e the Indemnified Matters) which may at any time be imposed upon, incurred by or asserted or awarded against t-kean IndemnifiediesP� and arising from or etdon account of: (a) The enforcement of this Agreement or the assertion by the Owner of any defense to its obligations hereunder (except the successful defense of actual performance not subject to further appeal), whether any of such matters arise before or after foreclosure of the Special Assessments or other taking of title to all or any portion of the Project by any of the Indemnified Parties or any affiliate of thereof. (b) Other Indemnified Matters which shall include, without limitation, all of the following: (i) the costs of removal of any and all existing and future asbestos, polychlorinated biphenyls and petroleum products and any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such in any Laws (as hereinafter defined) (any such asbestos, polychlorinated biphenyls and petroleum products and any such other materials, wastes and substances being herein collectively called Hazardous Materials) from all or any portion of the Project or any surrounding areas (except that the indemnity provided for under this Agreement shall not cover the costs of such removal unless either (a) such removal is required by any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) and any judicial or administrative interpretation thereof, including any judicial or administrative orders or judgments related to Hazardous Materials (collectively, Laws), or (b) any present or future use, operation, development, construction, alteration or reconstruction of all or any portion of the Project is or would be conditioned in any way upon, or is or would be limited in any way until the completion of, such removal in accordance with any Laws), (ii) additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under or affecting the Project into the air, any body of water, any other public domain or any surrounding areas and (iii) costs incurred to comply, in connection with all or any portion of the Project or any surrounding areas, with all applicable Laws with respect to Hazardous Materials (clause (i), (ii) and (iii) above being herein collectively called Corrective Work). The Indemnified Parties each acknowledges Corrective Work may at times include the Owner's assertion and pursuit of indemnification and/or remediation by tenants or former tenants at the Project. Payments by the Owner under this Section 3.2 shall not reduce any of the Owner's other obligations and liabilities under this Agreement. Notwithstanding anything to the contrary contained herein, (a) the indemnity provided for under this Section 3.2 with respect to surrounding areas shall not extend to the costs of Corrective Work on, in, under or affecting any surrounding areas if the applicable Hazardous Materials did not originate from any portion of the Project, unless the removal of any Hazardous Materials on, in, under or affecting any surrounding areas is required by Law or by order or directive of any federal, state or local governmental authority in connection with the Corrective Work on, in, under or affecting any portion of the Project and (b) if the Owner no longer holds title to the Project as a result of a foreclosure sale, a sale pursuant to a power of sale or by a deed in lieu of foreclosure or otherwise, then the indemnity provided for under this 91 Agreement shall not apply (i) to Hazardous Materials which are initially placed on, in or under all or any portion of the Project after the date the Owner ceases to hold title to the Project, and (ii) to payment of judicial awards (except awards for costs and expenses) which have been specifically rendered against Lender in any litigation. Section 4. Additional Agreements and Covenants. 4.1 The agreements of the parties hereafter with respect to the foreclosure process shall be a covenant running with the Property and, so long as Project Costs are payable from or secured, at least in part, by the revenues derived from the Special Assessments, such covenant shall be binding upon the Property (except as released as provided in the Owner Consent), the Owner and any future owner of all or any portion of the Property. This Agreement, the Owner Consent, and all other required documents and agreements, shall be recorded with the Franklin County, Ohio Recorder's Office, so that the agreements of the parties hereafter with respect to the foreclosure process established pursuant to this Agreement is a covenant running with and is enforceable against the Property. 4.2 If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 4.3 This Agreement shall inure to the benefit of each of the parties, and each of their successors and assigns, all subject to the provisions of this Agreement. This Agreement may be amended only by a written instrument of the parties, and any attempt to amend or modify this Agreement without a written instrument signed by all of the parties to this Agreement shall be null and void. Notices given hereunder shall be in writing and shall be effective when actually received if delivered by hand or overnight courier, or three days after being sent by registered or certified mail, postage prepaid, the certification receipt therefore being deemed the date of such notice, and addressed to the parties as follows: If to City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, OH 43017 Attention: City Manager If to Treasurer: County Treasurer Franklin County, Ohio 373 S. High Street, 17'x' Floor Columbus, OH 43215 Attention: Cheryl Brooks Sullivan If to the District: Columbus Regional Energy Special Improvement District, Inc. c/o Columbus -Franklin County Finance Authority 350 East First Avenue, Suite 120 9 Columbus, OH 43201 Attention: Jeremy Druhot With a Copy to: J. Caleb Bell Bricker & Eckler LLP 100 South Third Street Columbus, OH 43215 If to Owner: Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford If to the Investor: ORIX Public Finance, LLC With a Copy to: [ ] 4.4 (a) The Investor shall have the unrestricted right at any time or from time to time, and without the Treasurer, the City, the District, or the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement and may sell or assign any and all liens received directly or indirectly from the City to any person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to effect the foregoing. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. (b) The Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Treasurer, the City, the District, or the Owner, to grant to one or more persons (each, a Participant) participating interests in the Investor's obligation to make the Project Advances under the Energy Project Cooperative Agreement or any or all of the loans held by Investor under the Energy Project Cooperative Agreement. In the 10 event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Treasurer, the City, the District, and the Owner, the Investor shall remain responsible for the performance of its obligations under the Energy Project Cooperative Agreement and the Owner shall continue to deal solely and directly with the Investor in connection with the Investor's rights and obligations under the Energy Project Cooperative Agreement. (c) The Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. 4.5 This Agreement shall be construed in accordance with the laws of the State of Ohio. 4.6 This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 4.7 The Parties hereby acknowledge and agree that this Agreement does not constitute a contract involving the expenditure of money by the County. 11 IN WITNESS WHEREOF, each party to this Agreement has caused this Agreement to be executed in its respective name and capacity by its respective duly authorized officers, all as of the day and the year first written above. "TREASURER" COUNTY TREASURER OF FRANKLIN COUNTY, OHIO Treasurer County of Franklin, Ohio STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named FRANKLIN COUNTY TREASURER, who acknowledged that he or she did sign the foregoing instrument and the same is his or her free act and deed as such officer of Franklin County. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-1 "CITY" CITY OF DUBLIN, OHIO Name: Title: STATE OF OHIO SS: COUNTY OF FRANKLIN BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named CITY OF DUBLIN, OHIO by its who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-2 "INVESTOR" ORIN PUBLIC FINANCE, LLC Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named ORIN PUBLIC FINANCE, LLC by , its , who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-3 "DISTRICT" BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC Name: Title: STATE OF OHIO ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., d/b/a COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. by , its , who acknowledged that such officer did sign the foregoing instrument and that the same is such officer's free act and deed as such officer and of said district. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-4 "OWNER" Bridge Park DBlock Commercial Investments, LLC an Ohio limited liability company Name: Title: STATE OF ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Notary Public S-5 FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the City has established a special assessment fund, into which the Special Assessments (as that term is defined in the foregoing Agreement) received by the City shall be deposited, free from any previous encumbrances. The City shall use the moneys deposited in such special assessment fund to meet its obligations under the foregoing Agreement. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44 Dated: 2019 Director of Finance City of Dublin, Ohio EXHIBIT A DESCRIPTION OF PROPERTY The real property subject to this Agreement is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273- 013029; and 273-013030 and having the following legal description: [To Be Inserted] FORM OF OWNER CONSENT This consent is given by Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company (the Owner) pursuant to the Special Assessment Agreement dated as of March , 2019 (the Agreement) by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District— (the District), ORIX Public Finance, LLC (the Investor) and the Owner. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. The Agreement provides for an accelerated foreclosure process with respect to the Special Assessments on the Property, such Property being described in the Exhibit A to the Agreement. The Agreement further provides that if an event of default occurs and is continuing with respect to a required semi-annual payment of Special Assessments or an "Event of Default" (as that term is defined in the Energy Project Cooperative Agreement) under the Energy Project Cooperative Agreement occurs and is continuing, the Treasurer will pursue an accelerated foreclosure of the lien of the Special Assessments, all as provided in the Agreement. In consideration of the Project Advance to finance the Project, the Owner hereby consents to the accelerated foreclosure process with respect to the lien of the Special Assessments then due and owing with respect to the Property, as provided in the Agreement. The Owner is the owner of the Property. The Owner covenants and agrees that so long as the Project Advance remains outstanding, except as the covenant may be released by the District and the Investor, as applicable, in writing, the accelerated foreclosure process established pursuant to the Agreement shall be a covenant on and running with, and shall be binding upon, the Property, the Owner and all future owners of the Property. Any release, modification or waiver of the covenant running with the land by the District or the Investor, as applicable, shall be filed of record with the Franklin County, Ohio Recorder's Office. The Owner agrees that this Owner Consent shall be recorded with the Franklin County, Ohio Recorder's Office and the Owner covenants and agrees to record such documents and to take such reasonable steps as are necessary, so that the accelerated foreclosure process with respect to the lien of the Special Assessments is a covenant on and running with the Property and is binding on the Owner and any and all future owners of all or any portion of the Property. Anything in this Owner Consent to the contrary notwithstanding, this Owner Consent shall in no way be construed as a waiver by the Owner of its statutory right of redemption, including the full applicable redemption period. (Signature Page Immediately Follows) IN WITNESS WHEREOF, the Owner has executed and delivered this Owner Consent as of the date first stated above. "OWNER" BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC an Ohio limited liability company Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. Notary Public [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Description of Property The real property subject to this Owner Consent is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273-013029; and 273-013030 and the following legal description: [To Be Inserted] Summary report: Litera® Change-Pro TDC 10.1.0.400 Document comparison done on 2/13/2019 8:37:56 AM Style name: Default Style Intelligent Table Comparison: Active Original Filename: Prior SAA.DOCX Modified DMS: iw://BE-EXP-WSDMS3/Bricker2/13579855/4 Changes: Add 20 Delete 19 "gin 0 Move To 0 Table Insert 0 Tffble44elete 0 Table moves to 0 T-RbMRA.-Aq0 Embedded Graphics Visio, ChemDraw, Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 39 law and to cause the lien securing any delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. All Parties agree to provide notice to the other Parties within a reasonable period of time following any actions filed to enforce the lien securing any delinquent Special Assessments if such notice is not provided through such action. (f) Transfer of Special Assessments. The parties anticipate that semi-annual installments of the Special Assessments and any Delinquency Amounts will be paid to the City by the County Auditor and the County Treasurer in accordance with Ohio Revised Code Chapters 319, 321, 323, and 727, which, without limiting the generality of the foregoing, contemplates that the County Auditor and County Treasurer will pay the Special Assessments and any Delinquency Amounts to the City on or before May 1 and November 1 of each year. Immediately upon receipt of any moneys received by the City as Special Assessments and any Delinquency Amounts, but in any event not later than 30 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, and notwithstanding any provision in this Agreement to the contrary requiring the City to remit payment directly to the Investor, the City shall deliver to the Escrow Agent on behalf of the Investor all such moneys received by the City as Special Assessments and any Delinquency Amounts. The Investor shall provide the City with account and payment information of the Escrow Agent in the form of Exhibit H on the date on which this Agreement becomes effective. The Investor may from time to time provide updated written account and payment information in the form of Exhibit H to the City for the payment of Special Assessments and any Delinquency Amounts, but the City shall maintain its right to send the special assessments by ACH or check in its sole discretion. The Parties acknowledge and agree that the City shall not be liable for any losses, costs, or expenses arising directly or indirectly from the City's reliance upon and compliance with any instructions from the Investor to the City directing that payment be made to any entity other than the Investor. If at any time during the term of this Agreement the County Auditor agrees, on behalf of the City, to disburse the Special Assessments and any Delinquency Amounts directly to the Investor or its trustee or other designee pursuant to instructions or procedures agreed upon by the County Auditor and the Investor, then, upon each transfer of an installment of the Special Assessments and any Delinquency Amounts from the County Auditor to the Investor or its trustee or other designee, the City shall be deemed to have satisfied all of its obligations under this Agreement to transfer that installment of the Special Assessments and any Delinquency Amounts to the Investor. (g) Repayment of Project Advance. The Investor shall credit, on the dates shown on the Repayment Schedule (which is attached to and incorporated into this Agreement as Exhibit B), Special Assessments in the amounts shown on the C ENERGY PROJECT COOPERATIVE AGREEMENT By and between BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC.; BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC; ORIN PUBLIC FINANCE, LLC; and CITY OF DUBLIN, OHIO Dated as of March 2019 BRICKER & ECKLER LLP ENERGY PROJECT COOPERATIVE AGREEMENT THIS ENERGY PROJECT COOPERATIVE AGREEMENT (the Agreement) is made and entered into as of March , 2019, by and between the BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., doing business under the registered trade name COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., a nonprofit corporation and special improvement district duly organized and validly existing under the laws of the State of Ohio (the State) (the ESID), BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Owner), ORIX PUBLIC FINANCE, LLC, a limited liability company duly organized and validly existing under the laws of the State (the Investor), and the CITY OF DUBLIN, OHIO, a municipal corporation duly organized and validly existing under the constitution and laws of the State and its Charter (the City) (the capitalized terms used in this Agreement and not defined in the preamble and recitals have the meanings stated in Exhibit A to this Agreement): A. The ESID was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015. Pursuant to the same action, the Columbus Regional Energy Special Improvement District Program Plan (as amended and supplemented from time to time, the Plan) was adopted as a plan for public improvements and public services under Ohio Revised Code Section 1710.02(F). B. The ESID is an energy special improvement district and nonprofit corporation duly organized and validly existing under the laws of the State of Ohio to further the public purpose of implementing special energy improvement projects pursuant to the authority in Ohio Revised Code Chapter 1710 and Article VIII, Section 20 of the Ohio Constitution. C. On February , 2019, by its Resolution No. [ ]-2019, the City Council of the City (the City Council) approved the Petition for Special Assessments for Special Improvement Projects and Affidavit (the Petition) submitted by the Owner to the City, together with the Supplement to Plan for Bridge Park DBlock, Dublin, Ohio Project (the Supplemental Plan), as a supplement to the Plan. D. Pursuant to the Plan, the ESID, among other services, shall assist property owners, whether private or public, who own real property within participating political subdivisions to obtain financing for special energy improvement projects. E. In order to obtain financing for special energy improvement projects and to create special assessment revenues available to pay and repay the costs of special energy improvement projects, the Petition requested that the City Council levy Special Assessments against the Owner's property as more fully described in the Supplemental Plan. F. The ESID, the Owner, the Investor, and the City (collectively the Parties, and each, a Party) each have determined that the most efficient and effective way to implement the financing, acquisition, construction, equipment, improvement, and installation of energy special improvement projects and to further the public purposes set forth above is through this Agreement, pursuant to the Act and on the terms set forth in this Agreement, with (i) the Investor providing the Project Advance to finance the costs of the special energy improvement projects described in the Supplemental Plan, (ii) the ESID and the Owner cooperating to acquire, construct, equip, improve, and install special energy improvement projects, (iii) the Owner agreeing to make Special Assessment payments in an aggregate amount that will provide revenues sufficient to pay or repay the permitted costs of the special energy improvement projects, (iv) the City agreeing to assign and transfer all Special Assessment payments actually received by the City to the Investor to repay the Project Advance; and (v) the ESID agreeing to assign, transfer, and set over to the Investor any of its right, title, or interest in and to the Special Assessments which it may have by operation of law, this Agreement, or otherwise; provided that a portion of the Special Assessments may be retained by, or payable to, the City or the ESID, all pursuant to and in accordance with this Agreement. G. The Parties each have full right and lawful authority to enter into this Agreement and to perform and observe its provisions on their respective parts to be performed and observed, and have determined to enter into this Agreement to set forth their respective rights, duties, responsibilities, obligations, and contributions with respect to the implementation of special energy improvement projects within the ESID. NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, and agreements contained in this Agreement, the Parties agree as follows; provided, that any obligation of the ESID created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the ESID, or give rise to any pecuniary liability of the ESID, but any such obligation shall be payable solely from the Special Assessments actually received by the ESID, if any; and provided, further, that any obligation of the City created by or arising out of this Agreement never shall constitute a general obligation, bonded indebtedness, or a pledge of the general credit of the City, or give rise to any pecuniary liability of the City, but any such obligation shall be payable solely from the Special Assessments actually received by the City, if any: ARTICLE L DEFINITIONS Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document, words and terms used in this Agreement shall have the meanings set forth in Exhibit A to this Agreement unless the context or use clearly indicates another meaning or intent. Definitions shall apply equally to both the singular and plural forms of any of the words and terms. Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. Section 1.2. Interpretation. Any reference in this Agreement to the ESID, the ESID Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor, or to any member or officer of any of the foregoing, includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. 2 Any reference to a section or provision of the Constitution of the State or the Act, or to a section, provision or chapter of the Ohio Revised Code or any other legislation or to any statute of the United States of America, includes that section, provision, or chapter as amended, modified, revised, supplemented, or superseded from time to time; provided, however, that no amendment, modification, revision, supplement, or superseding section, provision, or chapter shall be applicable solely by reason of this provision if it constitutes in any way an impairment of the rights or obligations of the Parties under this Agreement. Section 1.3. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit, or describe the scope or intent of any of this Agreement's Articles, Sections, subsections, paragraphs, subparagraphs or clauses. ARTICLE II: COOPERATIVE ARRANGEMENTS; ASSIGNMENT OF SPECIAL ASSESSMENTS Section 2.1. Agreement Between the City, the ESID, and the Investor. The Owner and the ESID have requested the assistance of the Investor and the City in the financing of special energy improvement projects within the ESID. For the reasons set forth in this Agreement's Recitals which Recitals are incorporated into this Agreement by this reference as a statement of the public purposes of this Agreement and the intended arrangements among the Parties the City and the ESID have requested the assistance and cooperation of the Investor in the collection and payment of Special Assessments in accordance with this Agreement. The Parties intend this Agreement to be, and it shall be, an agreement among the Parties to cooperate in the financing, acquisition, construction, equipping, improvement, and installation of "special energy improvement projects," pursuant to Ohio Revised Code Chapter 1710, and as that term is defined in Ohio Revised Code Section 1710.01(1). The Parties intend this Agreement's provisions to be, and they shall be construed as, agreements to take effective cooperative action and to safeguard the Parties' interests. Upon the considerations stated above and upon and subject to the terms and conditions of this Agreement, the Investor, on behalf of the Parties, shall make the Project Advance available to the Owner to pay the costs of the Project. The City and the ESID shall assign, transfer, set over, and pay the Special Assessments actually received by the City or the ESID, respectively, to the Investor, to pay the costs of the Project at the times and in the manner provided in this Agreement; provided, however, that the City, the ESID, and the Investor intend that the City shall receive all Special Assessments from the County Treasurer and shall transfer, set over, and pay all Special Assessments received from the County Treasurer directly to the Investor. The City, the ESID, and the Investor further intend and agree that the Investor shall pay to the ESID, out of the Special Assessments received by the Investor, the ESID Fee and the Servicing Fee with each of the semi-annual installments of the Special Assessments; provided, however, that if the amount of Special Assessments received by the Investor in any year are insufficient to pay the principal of, and interest on the Project Advance due in that year and ESID Fee and the Servicing Fee as described in this sentence, the Special Assessments received shall first be applied to the payment of interest on the Project Advance, then to the repayment of the principal of the Project Advance, then to the payment of the ESID Fee, and then to the payment of the Servicing Fee. 3 Notwithstanding anything in this Agreement to the contrary, any obligations of the City under this Agreement, including the obligation to transfer the Special Assessments received by the City to the Investor, shall be a special obligation of the City and shall be required to be made only from Special Assessments actually received by or on behalf of the City, if any. The City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the City's faith and credit or taxing power, and the ESID, the Owner, and the Investor do not have and shall not have any right to have taxes levied by the City for the transfer of the Special Assessments. Section 2.2. Special Assessments: Citv Transfer of Special Assessments. (a) The Special Assessment Proceedings. The City has duly enacted the Special Assessment Proceedings. Pursuant to Ohio Revised Code Section 727.33, the City has certified the Special Assessments to the County Auditor for collection. The Parties agree that the County Auditor shall collect the unpaid Special Assessments with and in the same manner as other real property taxes and pay the amount collected to the City. The Parties intend that the County Auditor and the County Treasurer shall have the duty to collect the Special Assessments through enforcement proceedings in accordance with applicable law. (b) Collection of Delinquent Special Assessments. Subject to the City having received written notice of any Special Assessment delinquency, the ESID and the Investor are hereby authorized to take any and all actions as assignees of and, to the extent required by law, in the name of, for, and on behalf of, the City to collect delinquent Special Assessments levied by the City pursuant to the Special Assessment Act and the Special Assessment Proceedings and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement. (c) Prepayment of Special Assessments. The Parties agree that the Special Assessments assessed against the Property and payable to the City pursuant to the Special Assessment Act and the Special Assessment Proceedings may be prepaid to the Investor by the Owner in accordance with Section 4.7 of this Agreement. Except as set forth in this Section 2.2(c) and Section 4.7 of this Agreement, the Owner shall not prepay any Special Assessments. Notwithstanding the foregoing, if the Owner attempts to cause a prepayment of the Special Assessments by paying to the County Treasurer any amount as a full or partial prepayment of Special Assessments, and if the City shall have knowledge of the same, the City immediately shall notify the Investor, and, unless provided the express written 4 consent of the Investor, the City shall not cause any reduction in the amount of Special Assessments. Except as specifically provided in this Agreement to the contrary, no other action pursuant to any provision of this Agreement shall abate in any way the payment of the Special Assessments by the owners of property or the transfer of the Special Assessments by the City to the Investor. (d) Reduction of Special Assessments. The Parties agree that the Special Assessments may be subject to reduction, but only upon the express written consent or instruction of the Investor. If the Owner causes the Special Assessments to be prepaid in accordance with Sections 2.2(c) and 4.7 of this Agreement, the Investor shall revise the Special Assessments to be collected such that, following such reduction, the amount of Special Assessments remaining to be paid shall be equal to the amounts necessary to pay, as and when due, the remaining outstanding principal of the Project Advance, together with interest at the Applicable Rate, the ESID Fee, the Servicing Fee, and a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties. Upon the City's receipt of the Investor's express written consent or instruction, the City shall certify to the County Auditor, prior to the last date in the then -current tax year on which municipal corporations may certify special assessments to the County Auditor, a reduction in the amount of Special Assessments to be collected. The Parties agree that the Investor may certify any reduction required by this Section 2.2(d) to the County Auditor directly after requesting and receiving the City's consent to certify the reduction on the City's behalf. Notwithstanding anything in this Agreement to the contrary, the City shall not cause any reduction in the amount of Special Assessments without the prior written consent or instruction of the Investor. (e) Assignment of Special Assessments. The City agrees that it shall establish its funds for the collection of the Special Assessments as separate funds maintained on the City's books and records and to be held in the custody of a bank with which the City maintains a depository relationship. The City hereby assigns to the Investor all of its right, title and interest in and to: (i) the Special Assessments received by the City under this Agreement, and (ii) the City's special assessment funds established for the Project; provided, however, such assignment shall not relate to, and the Investor shall have no right, title or interest in any interest earnings which may accrue to the City in respect of the Special Assessments while those Special Assessments are in the City's custody. The City further shall transfer, set over, and pay the Special Assessments and any Delinquency Amounts to the Investor in accordance with this Agreement. The ESID acknowledges and consents to the City's assignment of the Special Assessments to the Investor. The Parties agree that each of the City, the ESID, and the Investor, as assignee of the Special Assessments, is authorized to take any and all actions, whether at law, or in equity, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing any delinquent Special 5 Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. All Parties agree to provide notice to the other Parties within a reasonable period of time following any actions filed to enforce the lien securing any delinquent Special Assessments if such notice is not provided through such action. (f) Transfer of Special Assessments. The parties anticipate that semi-annual installments of the Special Assessments and any Delinquency Amounts will be paid to the City by the County Auditor and the County Treasurer in accordance with Ohio Revised Code Chapters 319, 321, 323, and 727, which, without limiting the generality of the foregoing, contemplates that the County Auditor and County Treasurer will pay the Special Assessments and any Delinquency Amounts to the City on or before May 1 and November 1 of each year. Immediately upon receipt of any moneys received by the City as Special Assessments and any Delinquency Amounts, but in any event not later than 30 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, and notwithstanding any provision in this Agreement to the contrary requiring the City to remit payment directly to the Investor, the City shall deliver to the Escrow Agent on behalf of the Investor all such moneys received by the City as Special Assessments and any Delinquency Amounts. The Investor shall provide the City with account and payment information of the Escrow Agent in the form of Exhibit H on the date on which this Agreement becomes effective. The Investor may from time to time provide updated written account and payment information in the form of Exhibit H to the City for the payment of Special Assessments and any Delinquency Amounts, but the City shall maintain its right to send the special assessments by ACH or check in its sole discretion. The Parties acknowledge and agree that the City shall not be liable for any losses, costs, or expenses arising directly or indirectly from the City's reliance upon and compliance with any instructions from the Investor to the City directing that payment be made to any entity other than the Investor. If at any time during the term of this Agreement the County Auditor agrees, on behalf of the City, to disburse the Special Assessments and any Delinquency Amounts directly to the Investor or its trustee or other designee pursuant to instructions or procedures agreed upon by the County Auditor and the Investor, then, upon each transfer of an installment of the Special Assessments and any Delinquency Amounts from the County Auditor to the Investor or its trustee or other designee, the City shall be deemed to have satisfied all of its obligations under this Agreement to transfer that installment of the Special Assessments and any Delinquency Amounts to the Investor. (g) Repayment of Project Advance. The Investor shall credit, on the dates shown on the Repayment Schedule (which is attached to and incorporated into this Agreement as Exhibit B), Special Assessments in the amounts shown on the Repayment Schedule to the payment of accrued interest on the Project Advance 6 and to the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Investor, on the dates shown on the Repayment Schedule, further shall pay to the ESID, after the payment of accrued interest on the Project Advance and the repayment of the portion of principal of the Project Advance scheduled to be repaid on such date, the ESID Fee and the Servicing Fee, or such lesser amount as may be available from the Special Assessments on the applicable date after the payment of accrued interest on the Project Advance and the repayment of the portion of the principal of the Project Advance scheduled to be repaid on such date. The Parties acknowledge and agree that the County Auditor may calculate, charge, and collect a fee on each annual installment of the Special Assessments pursuant to Ohio Revised Code Section 727.36, which fee is in addition to the amount of the Special Assessments and other related interest, fees, and penalties, and that such fee shall be paid to the County Auditor with the Special Assessments, and that the County Auditor will retain such fee. Section 2.3. Obligations Unconditional: Place of Payments. The City's obligation to transfer the Special Assessments and any Delinquency Amounts to the Investor under Section 2.2 of this Agreement shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the ESID, or the Owner; provided, however, that the City's obligation to transfer the Special Assessments and any Delinquency Amounts is limited to the Special Assessments and any Delinquency Amounts actually received by or on behalf of the City, and nothing in this Agreement shall be construed to obligate the City to transfer or pledge, and the City shall not transfer or pledge any special assessments not related to the ESID. Section 2.4. Appropriation by the City: No Further Obligations. Upon the Parties' execution of this Agreement, all of the Special Assessments and any Delinquency Amounts received or to be received by the City shall be deemed to have been appropriated to pay the City's obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City. During the years during which this Agreement is in effect, the City shall take such further actions as may be necessary or desirable in order to appropriate the transfer of the Special Assessments and any Delinquency Amounts actually received by the City in such amounts and at such times as will be sufficient to enable the City to satisfy its obligation under this Agreement to pay to the Investor all Special Assessments and any Delinquency Amounts received by the City; provided that the City shall not be responsible for the costs and expenses of any collection or enforcement actions, except to the extent of any Special Assessments and any Delinquency Amounts actually received by the City; and provided further that nothing in this paragraph shall be construed as a waiver of the City's right to be indemnified pursuant to Section 6.4 of this Agreement or pursuant to the Special Assessment Agreement. The City shall have no obligation, legally, morally or otherwise, to use or apply to the payment of the Special Assessments and any Delinquency Amounts any funds or revenues from any source other than the moneys received by the City as Special Assessments and any Delinquency Amounts. 7 Section 2.5. Security for Advanced Funds. To secure the transfer of the Special Assessments and any Delinquency Amounts by the City to the Investor, and in accordance with the Special Assessment Act and the Special Assessment Proceedings, the ESID hereby assigns, transfers, sets over, and shall pay all of its right, title, and interest in and to the Special Assessments and any Delinquency Amounts related to the ESID actually received by or on behalf of the City to the Investor. The Owner and the City agree and consent to that assignment. ARTICLE III: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS Section 3.1. The Citv's Representations and Warranties. The City represents and warrants that: (a) It is a municipal corporation, duly organized, and validly existing under the Constitution and applicable laws of the State. (b) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the City's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the City and does not and will not conflict with or result in a default under any agreement or instrument to which the City is a party or by which it is bound. (c) It, by proper action, has duly authorized, executed, and delivered this Agreement, and the City has taken all steps necessary to establish this Agreement and the City's covenants and agreements within this Agreement, as valid and binding obligations of the City, enforceable in accordance with their terms. (d) To its knowledge, there is no litigation pending or threatened against or by the City in which an unfavorable ruling or decision would materially adversely affect the City's ability to carry out its obligations under this Agreement. (e) The assignment contained in Section 2.2(e) is a valid and binding obligation of the City with respect to the Special Assessments received by the City under this Agreement. Section 3.2. The ESID's Representations and Warranties. The ESID represents and warrants that: (a) It is a nonprofit corporation and special improvement district, duly organized, and validly existing under the Constitution and applicable laws of the State. (b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the ESID that would impair its ability to carry out its obligations contained in this Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the 3 ESID's knowledge, that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the ESID and does not and will not conflict with or result in a default under any agreement or instrument to which the ESID is a party or by which it is bound. (d) It, by proper action, duly has authorized, executed, and delivered this Agreement, and the ESID has taken and all steps necessary to establish this Agreement and the ESID's covenants and agreements within this Agreement as valid and binding obligations of the ESID, enforceable in accordance with their terms. (e) There is no litigation pending, or to its knowledge threatened, against or by the ESID in which an unfavorable ruling or decision would materially adversely affect the ESID's ability to carry out its obligations under this Agreement. (f) The assignment contained in Section 2.5 is a valid and binding obligation of the ESID with respect to the ESID's right, title and interest in the Special Assessments under this Agreement. Section 3.3. The Owner's Representations and Warranties. The Owner represents and warrants that: (a) It is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State. It has all requisite power to conduct its business as presently conducted and to own, or hold under lease, its assets and properties, and, is duly qualified to do business in all other jurisdictions in which it is required to be qualified, except where failure to be so qualified does not have a material adverse effect on it, and will remain so qualified and in full force and effect during the period during which Special Assessments shall be assessed, due, and payable. (b) It, by proper action, duly has authorized, executed, and delivered this Agreement, and it has taken all steps necessary to establish this Agreement and its covenants and agreements within this Agreement as valid and binding obligations, enforceable in accordance with their terms (c) There are no actions, suits or proceedings pending or, to its knowledge, threatened against or affecting it, the Property, or the Project that, if adversely determined, would individually or in the aggregate materially impair its ability to perform any of its obligations under this Agreement, or materially adversely affect its financial condition (an Action), and during the term of this Agreement, the Owner shall promptly notify the Investor of any Action commenced or to its knowledge threatened against it. (d) It is not in default under this Agreement, and no condition, the continuance in existence of which would constitute a default under this Agreement exists. It is not in default in the payment of any Special Assessments or under any agreement 9 or instrument related to the Special Assessments which has not been waived or allowed. (e) Except for any financing of the Property and the lien related thereto that the Owner has previously disclosed in writing, it has made no contract or arrangement of any kind, other than this Agreement, which has given rise to, or the performance of which by the other party thereto would give rise to, a lien or claim of lien on the Project, except inchoate statutory liens in favor of suppliers, contractors, architects, subcontractors, laborers or materialmen performing work or services or supplying materials in connection with the acquiring, constructing, equipping, installing, and improving of the Project. (f) No representation or warranty made by it contained in this Agreement, and no statement contained in any certificate, schedule, list, financial statement or other instrument furnished to the Investor or the ESID by it or on its behalf contained, as of the date thereof, any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (g) Since the date of the most recent financial statements of the Owner provided to the Investor, there has been no material adverse change in the financial condition of the Owner, nor has the Owner mortgaged, pledged or granted a security interest in or encumbered the Property since such date, except as otherwise disclosed to the Investor in writing, and the financial statements which have been delivered to the Investor prior to the date of this Agreement are true, correct, and current in all material respects and fairly represent the respective financial conditions of the subjects of the financial statements as of the respective dates of the financial statements. (h) The Owner has good and marketable title to its Property, subject only to existing liens, pledges, encumbrances, charges or other restrictions of record previously disclosed by the Owner to the Investor in writing, liens for taxes not yet due and payable, and minor liens of an immaterial nature. (i) The Project complies in all material respects with all applicable zoning, planning, building, environmental and other regulations of each Governmental Authority having jurisdiction of the Project, and all necessary permits, licenses, consents and permissions necessary for the Project have been or will be obtained. (j) The plans and specifications for the Project are satisfactory to the Owner, have been reviewed and approved by the general contractor for the Project, the tenants under any leases which require approval of the plans and specifications, the purchasers under any sales contracts which require approval of the plans and specifications, any architects for the Project, and, to the extent required by applicable law or any effective restrictive covenant, by all Governmental Authorities and the beneficiaries of any such covenants; all construction of the Project, if any, already performed on the Property has been performed on the 10 Property in accordance with such approved plans and specifications and the restrictive covenants applicable to the plans and specifications; there are no structural defects in the Project or violations of any requirement of any Governmental Authorities with respect to the Project; the planned use of the Project complies with applicable zoning ordinances, regulations, and restrictive covenants affecting the Property as well as all environmental, ecological, landmark and other applicable laws and regulations; and all requirements for such use have been satisfied. (k) The Owner has the Required Insurance Coverage and will maintain the Required Insurance Coverage at all times during the term of this Agreement, while any principal of or interest on the Project Advance remains outstanding, and while any Special Assessments remain to be paid. Any return of insurance premium or dividends based upon the Required Insurance Coverage shall be due and payable solely to the Owner or its Lender pursuant to any agreements between the Owner and its Lender, unless such premium shall have been paid by the Investor, in accordance with the distribution priority specified in Section 4.3. (1) Each Disbursement Request Form presented to the Investor, and the receipt of the funds requested by the Disbursement Request Form, shall constitute an affirmation that the representations and warranties contained in this Agreement remain true and correct as of the date of the Disbursement Request Form and the receipt of the funds requested by the Disbursement Request Form. (m) Each of the Property and the Project are, and at all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, used solely for the commercial purposes disclosed by the Owner to the Investor in writing. (n) The Project and the plans and specifications for the Project have been developed pursuant to an energy audit prepared by Energy Optimizers, USA, which energy audit demonstrates that the Project is expected to generate $145,300 in annual energy savings and $11,000 in annual operations and maintenance savings. (o) Each of the components of the Project is a qualified "special energy improvement project' pursuant to the definition of that term in Ohio Revised Code Section 1710.01(I). (p) At all times during the term of this Agreement, while any principal of or interest on the Project Advance remain outstanding, and while any Special Assessments remain to be paid, the Owner shall comply in all respects with the Special Assessment Act and the Special Assessment Proceedings and shall take any and all action necessary to remain in compliance with the Special Assessment Act and the Special Assessment Proceedings. 11 (q) The Owner has caused the Guarantors to sign and deliver the Completion Guaranty dated as of the date of this Agreement, from the Guarantors, jointly and severally, to the Investor. (r) The Owner has caused the Guarantors to sign and deliver the Payment Guaranty dated as of the date of this Agreement from the Guarantors, jointly and severally, to the Investor. Section 3.4. The Owner's Additional Agreements. The Owner agrees that: (a) It shall not transfer or convey any right, title, or interest, in or to the Property and the Project, except after giving prompt notice of any such transfer or conveyance to the Investor; provided, however, that the foregoing restrictions shall not apply to the grant or conveyance of any leasehold interests, mortgage interest, or lien interest, except as may be otherwise provided in this Agreement. Before or simultaneous with any such transfer or conveyance, the Owner shall (i) execute, cause the transferee or purchaser to execute, and deliver to the Investor, the City, and the ESID a fully executed "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G; and (ii) execute, cause the transferee or purchaser to execute, and deliver to the Investor, an assignment of all construction contracts related to the Project. The Parties acknowledge and agree that the Assignment and Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. (b) It shall pay when due all taxes, assessments, service payments in lieu of taxes, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Property, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the Property. The Owner shall furnish the Investor, upon reasonable request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Owner under this Agreement. The Parties acknowledge and agree that the foregoing obligation is in addition to the Owner's obligation to pay the Special Assessment. (c) It shall not, without the prior written consent of the Investor, cause or agree to the imposition of any special assessments, other than the Special Assessments, on the Property for the purpose of paying the costs of "special energy improvement projects," as that term is defined in Ohio Revised Code Section 1710.01(1), as amended and in effect at the time. 12 (d) It shall promptly pay and discharge all claims for labor performed and material and services furnished in connection with the acquisition, construction, equipping, installation, and improvement of the Project. (e) It shall promptly notify the Investor of any material damage or destruction to the Proj ect. (f) Upon the reasonable request of the Investor, it shall take any actions and execute any further certificates, instruments, agreements, or documents as shall be reasonably necessary in connection with the performance of this Agreement and with the transactions, obligations, and undertakings contained in this Agreement. (g) It does not and will not engage in operations that involve the generation, manufacture, refining, transportation, treatment, storage or handling of hazardous materials or hazardous wastes, as defined in applicable state law, or any other federal, state or local environmental laws or regulations, and neither the Property nor any other of its premises has been so used previously, in each case, except as previously disclosed in writing to the Investor. There are no underground storage tanks located on the Property. There is no past or present non-compliance with environmental laws, or with permits issued pursuant thereto, in connection with the Property, which has not been fully remediated in accordance with environmental laws. There is no environmental remediation required (or anticipated to be required) with respect to the Property. The Owner does not know of, and has not received, any written or oral notice or other communication from any person (including but not limited to a governmental entity) relating to hazardous substances or remediation of hazardous substances, of possible liability of any person pursuant to any environmental law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with the foregoing. ARTICLE IV: PROJECT ADVANCE; CONSTRUCTION OF PROJECT; REPAYMENT Section 4.1. Project Advance. The Investor has made available to the Owner the Project Advance in the amount of $[12,750,000.00], of which $[11,550,000.00] will be available for disbursement out of the Project Account (as defined below), $[300,000.00] shall be used to pay closings costs as provided in Section 4.2 and Exhibit E, and $[900,000.00] will be retained by the Investor as capitalized interest with respect to interest due on the payment dates occurring from June 1, 2019 through December 1, 2020. The Investor shall make disbursements of the $[11,550,000.00] portion of the Project Advance through a segregated account established in the custody of the Investor, which account shall be referred to as the Project Account. Subject to the terms and conditions of this Agreement, the Investor, upon the direction of the Owner, shall disburse amounts on deposit in the Project Account to the Owner or to such parties as may be named by the Owner in order to pay the costs of the Project. If the Project Advance is insufficient to pay the costs of the Project pursuant to this Agreement, the Owner, nevertheless, shall complete the acquisition, construction, improvement, and installation of the Project, and the Owner shall pay all such additional costs of the Project 13 from its own funds. The Owner shall not be entitled to reimbursement for any such additional costs of the Project, nor shall it be entitled to any abatement, diminution, or postponement of the Special Assessments or an increase in the amount of the Special Assessments. Section 4.2. Disbursements. hi order to cause disbursement of amounts on deposit in the Project Account to pay or reimburse the costs of the Project, the Owner shall submit to the Investor Disbursement Request Forms (a form of which is attached to this Agreement as Exhibit L), which Disbursement Request Forms each shall, in part, set forth the payments or reimbursements requested, and shall be accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. In addition, the following shall occur: (a) With each Disbursement Request Form: (i) The Owner shall deliver to the Investor copies of all related receipts and invoices; (ii) The Owner shall deliver to the Investor, as necessary, information detailing any other sources of funds spent to pay any portion of the costs shown on any related receipts and invoices such that all costs shown on related receipts and invoices, including costs not eligible to be paid from the Project Advance, shall be accounted for either as costs being paid by a disbursement of a portion of the Project Advance or costs being paid by other sources; (iii) The Owner shall deliver to the Escrow Agent, on behalf of the Investor, as necessary, bank information for wiring the amounts requested for disbursement. (b) With the first Disbursement Request Form submitted, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor copies of all construction permits required for the construction of the Project; (ii) The Owner shall deliver to the Investor copies of all agreements with its general contractor for the Project; (iii) The Owner shall deliver to the Investor a construction schedule completed by the general contractor for the Project, which includes an anticipated date of completion of the Project; and (iv) The Owner shall deliver to the Investor copies of all current policies of the Required Insurance Coverage; (v) The construction plans and specifications shall have been approved by the Investor in its reasonable discretion; (vi) The Owner shall deliver to the Investor the written consent of its existing mortgage lender, if any, to the levying, assessment, and collection of the Special Assessments, in the form attached to this Agreement as Exhibit F; (vii) The Investor shall receive the executed Special Assessment Agreement and Owner Consent and evidence that the same has been recorded in the records of the County Recorder with respect to the Property; 14 (viii) The Owner and the ESID shall provide to the Investor original executed copies of this Agreement and any related certificates; (ix) The Investor shall receive the executed Completion Guaranty; and (x) The Investor shall receive the executed Payment Guaranty. (c) With the final Disbursement Request Form, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor the executed certificate in the form attached as Exhibit D to this Agreement; and (ii) The Owner shall deliver to the Investor copies of all completion inspections and closed permits with respect to the Project. Upon its receipt of each completed Disbursement Request Form, the Investor shall approve all or a portion of the payment or reimbursements requested to be disbursed from the Project Account. To the extent the Investor approves the payment or reimbursements requested to be disbursed from the Project Account, the Investor shall, via the Escrow Agent, pay the Owner or such other parties as are indicated on the Disbursement Request Form the amounts described on such Disbursement Request Form which have been approved by the Investor. Additionally, the Escrow Agent shall disburse closing costs related to the financing described in this Agreement in an amount not to exceed $[300,000.00], as detailed in Exhibit E to this Agreement to the parties set forth on Exhibit E to this Agreement. Without limiting the generality of the foregoing, disbursements made pursuant to this paragraph may be for fees to the Investor, fees to the ESID, legal fees, advisory fees, fees to the City, and other closing costs or contingencies. Section 4.3. Casualties and Takings. The Owner shall promptly notify the Investor if the Project is damaged or destroyed by fire, casualty, injury or any other cause (each such occurrence, a Casualty). Upon the occurrence of such Casualty, the Owner's Lender, if any, may elect, in its sole discretion and judgment, to restore the Property and the Project or to terminate the construction of the Project, and in either case, to direct the application of the insurance proceeds pursuant to the terms of Owner's Lender's agreement with the Owner; provided, that if there are insurance proceeds resulting from or attributable to the Project and it is not prohibited by the Owner's Lender's agreement with the Owner, then the insurance proceeds resulting from or attributable to the Project shall be used to repay the Special Assessments; provided, further, that if the insurance proceeds are not used to restore the Property and the Project, insurance proceeds will be distributed first to Owner's Lender pursuant to its agreements with the Owner, and next to the Investor for repayment of the outstanding balance of the Special Assessments and any related fees, and any excess proceeds will be paid to the Owner. Upon the occurrence of a Casualty, if no Person is a Lender at the time of such Casualty, the insurance proceeds shall be applied to pay the costs of the restoration of the Project or to the repayment of the outstanding balance of the Special Assessments, and in which case the Investor shall remain obligated to make disbursements of up to the total amount of the Project Advance in accordance with this Agreement. 15 In the event restoration of the Project or the Property is pursued, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, said insurance proceeds are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event any part of the Property or the Project shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain (a Taking), the Owner's Lender, if any, may elect, in its sole discretion and judgment, not to restore the Property or the Project or to restore the Property or the Project, and in either case, to direct the application of the proceeds of the Taking pursuant to the terms of its agreements with the Owner. If the Lender determines not to restore the Property or the Project and release funds related thereto to the Owner, the Investor's obligation to make disbursements under this Agreement shall be terminated. If the Lender determines to restore the Property and the Project, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. In the event that no Person is a Lender at the time of such Taking, the Investor's obligation to make disbursements under this Agreement shall be terminated unless the Property and the Project can be replaced and restored in a manner which will enable the Project to be functionally and economically utilized and occupied as originally intended. If the Property and the Project can be so restored, the Owner shall immediately proceed with the restoration of the Project in accordance with the plans and specifications, and the Investor shall release the funds for such purpose. If, in the Investor's reasonable judgment, the Taking proceeds available to the Owner and the Investor are insufficient to complete the restoration, the Owner shall deposit with the Investor such amounts as are necessary, in the Investor's reasonable judgment, to complete the restoration in accordance with the plans and specifications. Section 4.4. Eligible Costs. The costs of the Project which are eligible for payment or reimbursement pursuant to this Agreement include the following: (a) costs incurred directly or indirectly for or in connection with the acquisition, construction, improvement, and installation of the Project, including without limitation, costs incurred in respect of the Project for preliminary planning and studies; architectural, legal, engineering, surveying, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (b) financial, legal, recording, title, accounting, and printing and engraving fees, charges and expenses, and all other fees, charges and expenses incurred in connection with the financing described in this Agreement; 16 (c) premiums attributable to any surety and payment and performance bonds and insurance required to be taken out and maintained until the date on which each Project is final and complete; (d) taxes, assessments and other governmental charges in respect of the Project that may become due and payable until the date on which each Project is final and complete; (e) costs, including, without limitation, attorney's fees, incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project; and (f) any other incidental or necessary costs, expenses, fees and charges properly chargeable to the cost of the acquisition, construction, improvement, and installation of the Project. Section 4.5. Completion of Project: Inspection. The Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, shall acquire, construct, improve, and install the Project with Project Advance with Reasonable Dispatch, (b) subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Owner in connection with that acquisition, construction, improvement, and installation from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, construction, improvement, and installation of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Project is to be owned by the Owner and any contracts made by the Owner with respect to the Project or any work to be done by the Owner on or with respect to the Project are made or done by the Owner on its own behalf and not as agent or contractor for the ESID. During the period of acquisition, construction, improvement, and installation of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to deny the request for a Project Advance pursuant to Article IV of this Agreement if (A) such inspection reveals that construction is not proceeding with Reasonable Dispatch, or (B) all undisbursed sources available for the Project are less than the amount necessary, based on Investor's reasonable estimates, to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor. If, in the Investor's opinion, after 30 days' written notice to the Owner, the construction is not proceeding with 17 Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) require that the Owner deposit funds with the Investor in the amount necessary, as reasonably determined by the Investor, such that such deposit and all other undisbursed sources available for the Project equal or exceed the amount necessary to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor, (iii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, and/or (iv) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor of the Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Owner stating: (a) the date on which the acquisition, construction, improvement, and installation of the Project was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Owner has no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications, permits, and budget for the Project approved by the Investor; (c) that the Owner has complied, and will continue to comply with all applicable statutes, regulations, and ordinances in connection with the Property and the construction of the Project; (d) that the Owner holds fee ownership of the Property; (e) that the general contractor for the project has not offered the Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date. Section 4.6. Repavment. The Parties acknowledge that pursuant to this Agreement, the Project Advance is expected to be repaid by the Special Assessments. The Parties agree that the Special Assessments have been levied and certified to the County Auditor in the amounts necessary to amortize the Project Advance, together with interest at the Applicable Rate, the ESID Fee, the Servicing Fee. The Parties further acknowledge that in addition to the amount of the Special Assessments and other related interest, fees, and penalties, the County Auditor may charge and collect a County Auditor collection fee on each annual installment of the Special Assessments in an amount to be calculated, charged, and collected by the County Auditor pursuant to Ohio Revised Code Section 727.36. Interest shall accrue on so much of the amount of the Project Advance as shall have been disbursed under this Agreement from the date of disbursement; provided, however, that a portion of the Project Advance may be used to pay interest accruing and due and payable on the Project Advance prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City. The Parties acknowledge and agree that the total amount of the Project Advance includes an assumed amount of interest to be paid out of the Project Advance for interest accruing and due and payable prior to the date on which the first installment of the Special Assessments is paid to the Investor by the City, but that in the event that the entire amount so assumed is not necessary to pay interest based on the disbursement of the Project Advance, any excess amount of the Project Advance shall be available for, and shall be used to pay, eligible costs of the Project. 18 The Owner agrees to pay, as and when due, all Special Assessments with respect to its Property. Notwithstanding anything in this Section 4.6 or this Agreement to the contrary, the Parties acknowledge and agree that, pursuant to the laws of the State, the Special Assessments to be collected by the County Treasurer which as of the relevant date are not yet due and payable never shall be accelerated, and the lien of the Special Assessments never shall exceed the amount of Special Assessments which, as of the relevant date, are due and payable but remain unpaid. Section 4.7. Prepayment. Until the third anniversary of the date of this Agreement, the Project Advance may not be prepaid. At any time after the third anniversary of the date of this Agreement and before the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 101% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. At any time after the tenth anniversary of the date of this Agreement, the Owner may prepay any portion of the principal of the Project Advance to the Investor by paying, in immediately available funds, 100% of the principal amount of the Project Advance to be prepaid, together with all accrued and unpaid interest on the Project Advance to the date of prepayment. Prior to and as a condition to any prepayment by the Owner, the Owner must provide written notice to the Investor of its intent to prepay all or any portion of the Project Advance not less than 60 days prior to the date anticipated for such prepayment. Immediately upon any prepayment pursuant to this Section 4.7, the Investor shall notify the City of the prepayment, and the Owner, the Investor, and the City shall cooperate to reduce the amount of Special Assessments to be collected by the County Auditor pursuant to Section 2.2(d) of this Agreement. Section 4.8. Payment of Fees and Expenses. If an Event of Default on the part of the Owner should occur under this Agreement such that the ESID, the Investor, or the City should incur expenses, including but not limited to attorneys' fees, in connection with the enforcement of this Agreement or the collection of sums due under this Agreement, the Owner shall reimburse the ESID, the Investor, and the City, as applicable, for any reasonable out-of-pocket expenses so incurred upon demand. If any such expenses are not so reimbursed, the amount of such expenses, together with interest on such amount from the date of demand for payment at an annual rate equal to the lesser of 10% or the maximum rate allowable by law shall constitute indebtedness under this Agreement, and the ESID, the Investor, and the City, as applicable, shall be entitled to seek the recovery of those expenses in such action except as limited by law or by judicial order or decision entered in such proceedings. Section 4.9. Further Assurances. Upon the request of the Investor, the Owner shall take any actions and execute any further documents as the Investor deems necessary or appropriate to carry out the purposes of this Agreement. ARTICLE V: EVENTS OF DEFAULT AND REMEDIES Section 5.1. Events of Default. If any of the following shall occur, such occurrence shall be an Event of Default under this Agreement: 19 (a) The Owner shall fail to pay an installment of the Special Assessments when due, after taking into account all applicable extensions; (b) The City shall fail to appropriate in any fiscal year the Special Assessments payable to the Investor pursuant to this Agreement in such fiscal year, or shall fail to transfer, or cause the transfer of, any of the Special Assessments to the Investor within the time specified in this Agreement; (c) Any Party is in material breach of its representations or warranties under this Agreement; provided, however, that upon the material breach of a Party's representations or warranties under this Agreement, such Party shall have the right to cure such breach within 5 days of the receipt of notice, and, if so cured, such breach shall not constitute an Event of Default; (d) The ESID, the Owner, or the City, shall fail to observe and perform any other agreement, term, or condition contained in this Agreement, and the continuation of such failure for a period of 30 days after written notice of such failure shall have been given to the ESID, the Owner, or the City, as applicable, by any other Party to this Agreement, or for such longer period to which the notifying Party may agree in writing; provided, however, that if the failure is other than the payment of money, and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the ESID, an Owner, or the City, as applicable, institutes curative action within the applicable period and diligently pursues that action to completion; (e) The Owner abandons its Property or the Project; (f) The Owner commits waste upon its Property or the Project; (g) At any time prior to the termination of the Payment Guaranty or the Completion Guaranty, as applicable, any of the Guarantors dies, and the Owner fails to secure a replacement guarantor approved by the Investor who shall assume the obligations of the deceased Guarantor within 90 days following the Guarantor's death on the terms approved by the Investor; (h) The Owner becomes bankrupt or insolvent or files or has filed against it (and such action is not stayed or dismissed within 90 days) a petition in bankruptcy or for reorganization or arrangement or other relief under the bankruptcy laws or any similar state law or makes a general assignment for the benefit of creditors; or (i) Any workmanship or materials constituting a portion of the Project or incorporated into the Project shall be materially defective and shall not be corrected within 30 days after notice. The declaration of an Event of Default above, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings. 20 Promptly upon any non -defaulting Party becoming aware that an Event of Default has occurred, such Party shall deliver notice of such Event of Default to each other Party under this Agreement in accordance with the notice procedures described in Section 6.5 of this Agreement. Section 5.2. Remedies on Default. Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) Upon an Event of Default described in Section 5.1(a) only, the Investor shall become entitled to receive any Delinquency Amounts actually received by the City. (b) The ESID, the Investor, and the City, together or separately, may pursue all remedies now or later existing at law or in equity to collect all amounts due and to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of any of the Parties, as applicable, under this Agreement, including enforcement under Ohio Revised Code Chapter 2731 of duties resulting from an office, trust, or station upon the ESID or the City, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. (c) Any Party may pursue any other remedy which it may have, whether at law, in equity, or otherwise, provided that, Parties may only pursue such remedies against the Party responsible for the particular Event of Default in question; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. Notwithstanding the foregoing, each of the ESID, the City, and the Investor shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to it by the Owner at no cost or expense to the ESID, the City, or the Investor. Section 5.3. Foreclosure. Pursuant to Section 2.1 of the Special Assessment Agreement by and among the County Treasurer, the City, the ESID, the Investor, and the Owner and dated as of the date of this Agreement (the Special Assessment Agreement), the County Treasurer has agreed not to confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the ESID to the County Treasurer pursuant to the records of the County Treasurer without the consent of the ESID and the Investor. The ESID hereby agrees that in the event it is asked to provide its consent in accordance with Section 2. 1, it will notify the Investor of such request, and 21 it will not provide its consent pursuant to Section 2.1 of the Special Assessment Agreement without the Investor's prior written direction. Section 5.4. No Remedy Exclusive. No remedy conferred upon or reserved to the Parties by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, or now or later existing at law, in equity or by statute; provided, however, that the ESID, the Investor, and the City may not take any other action or exercise any remedy against the Property, the Project, or the Owner except to collect or remedy any outstanding damages or liability which shall have arisen due to the occurrence of an Event of Default. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power nor shall be construed to be a waiver, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Parties to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made in this Agreement. Section 5.5. No Waiver. No failure by a Party to insist upon the strict performance by the other Parties of any provision of this Agreement shall constitute a waiver of such Party's right to strict performance; and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Parties to observe or comply with any provision of this Agreement. Section 5.6. Notice of Default. Any Party to this Agreement shall notify every other Party to this Agreement immediately if it becomes aware of the occurrence of any Event of Default or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default. Section 5.7. Right of Senior Lender to Cure Events of Default. Notwithstanding anything contained in this Agreement to the contrary, if an Event of Default occurs, then the Investor shall provide any Lender with a copy of any written notice of the Event of Default sent to the Owner contemporaneously with the giving of such notice to the Owner, and if such default is curable, shall permit the Lender the option (but not the obligation) to cure the default within the time period, if any, specified for cure under this Agreement; provided, however, that the Lender shall have 30 additional days beyond the time period, if any, specified for cure in this Agreement within which to effect a cure of such default, or if such default cannot reasonably be cured by the Lender within such 30 day period, such additional time as the Lender reasonably requires provided that the Lender has commenced efforts to cure such default and is diligently pursuing such cure, and provided further that such additional time shall not be longer than 90 days. ARTICLE VI: MISCELLANEOUS Section 6.1. Owner Waivers. The Owner acknowledges that the process for the imposition of special assessments provides the owner of property subject to such special assessments with certain rights, including rights to: receive notices of proceedings; object to the imposition of the special assessments; claim damages; participate in hearings; take appeals from 22 proceedings imposing special assessments; participate in and prosecute court proceedings, as well as other rights under law, including but not limited to those provided for or specified in the United States Constitution, the Ohio Constitution, Ohio Revised Code Chapter 727, the Charter of the City and the ordinances in effect in the City (collectively, Assessment Rights). The Owner irrevocably waives all Assessment Rights as to the Project and consents to the imposition of the Special Assessments as to the Project immediately or at such time as the ESID determines to be appropriate, and the Owner expressly requests the entities involved with the special assessment process to promptly proceed with the imposition of the Special Assessments upon its Property as to its Energy Project. The Owner further waives in connection with the Project: any and all questions as to the constitutionality of the laws under which the Project will be constructed and the Special Assessments imposed upon the Property; the jurisdiction of the Council of the City acting thereunder; and the right to file a claim for damages as provided in Ohio Revised Code Section 727.18 and any similar provision of the Charter of the City or the ordinances in effect within the City. Section 6.2. Term of Agreement. This Agreement shall be and remain in full force and effect from the date of execution and delivery until the payment in full of the entire aggregate amount of the Special Assessments shall have been made to the Investor and the obligations (if any) of each Party under Section 6.4 shall have been fully satisfied, or such time as the Parties shall agree in writing to terminate this Agreement. Any attempted termination of this Agreement prior to the payment in full of the entire aggregate amount of the Special Assessments which is not in writing and signed by each of the Parties to this Agreement shall be null and void. Section 6.3. Litigation Notice. Each Party shall give all other Parties prompt notice of any action, suit, or proceeding by or against the notifying Party, at law or in equity, or before any governmental instrumentality or agency, of which the notifying Party has notice and which, if adversely determined would impair materially the right or ability of the Parties to perform its obligations under this Agreement. The notifying Party's prompt notice shall be accompanied by its written statement setting forth the details of the action, suit, or proceeding and any responsive actions with respect to the action, suit, or proceeding taken or proposed to be taken by the Party. Section 6.4. Indemnification. The Owner hereby releases the ESID, the Investor, and the City (including their respective members, officers, directors, and employees) (collectively, the Indemnified Parties), from, agrees that the Indemnified Parties shall not be liable for, and at Owner's sole cost and expense, agrees to indemnify, protect and save the Indemnified Parties harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, causes of action, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, out-of-pocket third party attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or on account of (i) the levy and collection of the Special Assessments, (ii) Owner's financing, acquisition, construction, improvement, installation, operation, use or maintenance of the Project, (iii) any act, failure to act or misrepresentation solely by the Owner in connection with, or in the performance of any obligation on the Owner's part to be performed under this Agreement or related to the Special Assessments resulting in material actual damages, or (iv) (a) a past, present or future violation or alleged violation of any environmental laws in connection with the Property by any person or other source, whether related or unrelated to the 23 Owner, (b) any presence of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law (Materials of Environmental Concern) in, on, within, above, under, near, affecting or emanating from the Property, (c) the failure to timely perform any investigation, inspection, site monitoring, containment, cleanup, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release (as defined below) or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of the Property of any Materials of Environmental Concern, including any action to comply with any applicable environmental laws or directives of any governmental authority with regard to any environmental laws, (d) any past, present or future activity by any person or other source, whether related or unrelated to the Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting the Property, (e) any past, present or future actual generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of the Property (a Release) (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting the Property by any person or other source, whether related or unrelated to the Owner, (f) the imposition, recording or filing or the threatened imposition, recording or filing of any lien on the Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any environmental law, or (g) any misrepresentation or failure to perform any obligations related to environmental matters in any way pursuant to any documents related to the Special Assessments. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Owner. The Owner shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Owner; but if the Owner shall elect not to assume such defense, it shall reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in its reasonable discretion, with the selection of counsel by the Owner, a new mutually agreeable counsel shall be retained at the expense of the Owner. Each Indemnified Party agrees that the Owner shall have the sole right to compromise, settle or conclude any claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in any such action at their own expense; and provided further that such Indemnified Party shall have the right to employ counsel in any such action and the fees and expenses of such counsel shall be at the expense of the Owner, if: (i) the employment of counsel by such Indemnified Party has been authorized by the Owner, (ii) there reasonably appears that there is a conflict of interest between the Owner and the Indemnified Party in the conduct of the defense of such action (in which case the Owner shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Owner shall not in fact have employed counsel to 24 assume the defense of such action. The Owner shall also indemnify the Indemnified Parties from and against all costs and expenses, including reasonable attorneys' fees, lawfully incurred in enforcing any obligations of the Owner under this Agreement. The obligations of the Owner under this Section shall survive the termination of this Agreement and shall be in addition to any other rights, including without limitation, rights to indemnity which any Indemnified Party may have at law, in equity, by contract or otherwise. None of the Investor, the City, or the ESID shall have any liability to the Owner or any other Person on account of (i) the Owner engaging a contractor or architect from the list of contractors and architects submitted by the ESID or the Investor to the Owner, (ii) the services performed by the contractor, or (iii) any neglect or failure on the part of the contractor to perform or properly perform its services. None of the Investor, the City, or the ESID assumes any obligation to the Owner or any other Person concerning contractors, the quality of construction of the Project or the absence of defects from the construction of the Project. The making of a Project Advance by the Investor shall not constitute the Investor's approval or acceptance of the construction theretofore completed. The Investor's inspection and approval of the budget, the construction work, the improvements, or the workmanship and materials used in the improvements, shall impose no liability of any kind on the Investor, the sole obligation of the Investor as the result of such inspection and approval being to make the Project Advances if, and to the extent, required by this Agreement. Any disbursement made by the Investor without the Investor having received each of the items to which it is entitled under this Agreement shall not constitute breach or modification of this Agreement, nor shall any written amendment to this Agreement be required as a result. Section 6.5. Notices. All notices, certificates, requests or other communications under this Agreement shall be in writing and shall be deemed to be sufficiently given when mailed by registered or certified mail, postage prepaid, and addressed to the appropriate Notice Address. The Parties, by notice given under this Agreement to the others, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Each of the Parties agree to provide the other Parties to this Agreement of any litigation of which it has actual knowledge that may adversely affect its ability to carry out its obligations under this Agreement. Section 6.6. Extent of Covenants: No Personal Liability. All covenants, obligations, and agreements of the ESID and the City contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No covenant, obligation, or agreement shall be deemed to be a covenant, obligation, or agreement of any present or future member, officer, agent, or employee of the ESID, the Board, the Owner, the City, the City Council, the Investor, or the Board of Directors of the Investor in other than his or her official capacity; and none of the members of the Board, the City Council, or the Board of Directors of the Investor, nor any official of the ESID, the Owner, the City, or the Investor executing this Agreement shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the covenants, obligations, or agreements of the ESID, the Owner, the City, or the Investor contained in this Agreement. Section 6.7. Binding Effect: Assignment: Estoppel Certificates. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Parties. Except 25 as specifically provided below, this Agreement shall not be assigned by the any of the Parties except as may be necessary to enforce or secure payment of the Special Assessments. Notwithstanding anything in this Agreement to the contrary, the Owner freely may sell the Property and the Project or any portion of the Property and the Project from time to time and may assign this Agreement to an arms -length, good faith purchaser of the Property but only after notice of such assignment is given to the Investor, and only upon (i) the execution and delivery to the City, the Investor, and the ESID of an "Assignment and Assumption of Energy Project Cooperative Agreement" in the form attached to and incorporated into this Agreement as Exhibit G; and (ii) the execution and delivery to the Investor of an assignment of all construction contracts for the Project. The Parties acknowledge and agree that the Assignment and Assumption of Energy Project Cooperative Agreement includes the assignment and assumption of the Special Assessment Agreement and the Owner Consent. Following any assignment by the Owner as described above, all obligations of the Owner contained in this Agreement, the Special Assessment Agreement, and the Owner Consent shall be obligations of the assignee, and the assigning Owner shall be released of its obligations to a corresponding extent. Notwithstanding anything in this Agreement to the contrary, the Investor shall have the unrestricted right at any time or from time to time, and without the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement, and may sell or assign any and all liens received directly or indirectly from the City to any Person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to effect the foregoing so long as such amendment does not materially adversely impact the Owner's rights and obligations under this Agreement. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Investor Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. If, at any time, the Investor assigns any of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to an Investor Assignee, the Investor shall give prompt notice of such assignment to the other Parties. In addition, the Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Owner, to grant to one or more Persons (each, a Participant) participating interests in Investor's obligation to make Project Advances under this Agreement or to any or all of the loans held by Investor under this Agreement. In the event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Owner, the Investor shall remain responsible for the performance of its obligations under this Agreement, and the Owner shall continue to deal solely and directly with the Investor 26 in connection with the Investor's rights and obligations under this Agreement. The Owner agrees that the Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. This Agreement may be enforced only by the Parties, their permitted assignees, and others, who may, by law, stand in their respective places. Any Party shall at any time and from time to time, upon not less than 30 days' prior written notice by the other party, execute, acknowledge and deliver to such party a statement in writing certifying that: (i) this Agreement is unmodified and in full force and effect (or, if there has been any modification of this Agreement, that the same is in full force and effect as modified and stating the modification or modifications); (ii) to the best of such Party's actual knowledge (without any duty of inquiry) there are no continuing Events of Default (or, if there is a continuing Event of Default, stating the nature and extent of such Event of Default); (iii) that, to the best of such Party's actual knowledge (without any duty of inquiry) there are no outstanding damages or liability arising from an Event of Default (or, if there is any outstanding damages or liability, stating the nature and extent of such damages or liability); (iv) if such certificate is being delivered by the Owner, the dates to which the Special Assessments have been paid; and (v) if such certificate is being delivered by the Investor, the dates to which the Special Assessments have been paid to the Investor. It is expressly understood and agreed that any such certificate delivered pursuant to this Section 6.7 may be relied upon by any prospective assignee of the Owner or any prospective Investor Assignee. Section 6.8. Amendments and Supplements. Except as otherwise expressly provided in this Agreement, this Agreement may not be amended, changed, modified, altered or terminated except by unanimous written agreement signed by each of the Parties materially affected by such proposed amendment, change, modification, alteration, or termination. For purposes of this Section, a materially affected Party is a Party with respect to which a material right or obligation under this Agreement is proposed to be amended, changed, modified, altered, or terminated. Any attempt to amend, change, modify, alter, or terminate this Agreement except by unanimous written agreement signed by all of the materially affected Parties or as otherwise provided in this Agreement shall be void. Section 6.9. Execution Counterparts. This Agreement may be executed in counterpart and in any number of counterparts, each of which shall be regarded as an original and all of which together shall constitute but one and the same instrument. Section 6.10. Severability. If any provision of this Agreement, or any covenant, obligation, or agreement contained in this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation, or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained in this Agreement. That invalidity or unenforceability shall not affect any valid and enforceable application of the provision, covenant, obligation, or agreement, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law. 27 Section 6.11. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. [Balance of page intentionally left blank.] [Counterpart signature pages follow.] 28 IN WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed in their respective names, all as of the date first written above. BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., as the ESID Name: Title: [Signature Page to Energy Project Cooperative Agreement] BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC, as the Owner C Name: Title: [Signature Page to Energy Project Cooperative Agreement] ORIN PUBLIC FINANCE, LLC, as the Investor C Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY OF DUBLIN, OHIO, as the City C Name: Title: [Signature Page to Energy Project Cooperative Agreement] CITY FISCAL OFFICER CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the moneys required to meet the obligations of the City during the year 2019 under the foregoing Energy Project Cooperative Agreement, being $0.00, have been lawfully appropriated by the City Council of the City of Dublin, Ohio for such purpose and are in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44. Director of Finance City of Dublin, Ohio Dated: 2019 [City Fiscal Officer Certificate Energy Project Cooperative Agreement] EXHIBIT A As used in this Agreement, the following words have the following meanings: Agreement' means this Energy Project Cooperative Agreement, dated as of March --, 2019, by and between the ESID, the Owner, the Investor, and the City, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Applicable Rate" means, with respect to each of the following periods after the date if this Agreement shown below, the annual rate of interest stated opposite of the period: Period Interest Rate March 13, 2019 to March 12, 2026 6.75% March 13, 2026 to March 12, 2029 7.25% March 13, 2029 to March 12, 2034 7.75% March 13, 2034 to March 12, 2039 8.25% March 13, 2039 to full repayment 8.75% "Board" means the Board of Directors of the ESID. "City" means the City of Dublin, Ohio. "City Council" means the City Council of the City. "Completion Date" means the latest date on which substantial completion of the Project, in accordance with the Plans occurs, which date shall be established by the Completion Certificate attached to this Agreement as Exhibit D. "Completion Guaranty" means the Completion Guaranty dated as of March 2019 from the Guarantors, jointly and severally, to the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "County" means Franklin County, Ohio. "County Auditor" means the Auditor of the County. "County Prosecutor" means the Prosecuting Attorney of the County. "County Treasurer" means the Treasurer of the County. A-1 "Delinquency Amounts" means any penalties or interest which may be due on or with respect to any installment of the Special Assessments and which are not paid or payable to any party (other than the Investor under this Agreement) under law. "Disbursement Request Form" means the form attached to this Agreement as Exhibit C, which form shall be submitted by the Owner in order to receive disbursements from the Project Account. "Escrow Agent" means Zions Bancorporation, National Association. "ESLD" means the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., a nonprofit corporation and energy special improvement district organized under the laws of the State of Ohio. "ESID Fee" means a semi-annual fee payable to the ESID in the amount of 0.50% of the related installment of the Special Assessments, as shown on the repayment schedule attached to this Agreement as Exhibit B. "Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Guarantors" means, collectively, and "Guarantor" means, individually, any one of, Brent Crawford, Bob Hoying, and Nelson Yoder, together with any successor guarantor or guarantors. "Investor" means ORIN Public Finance, LLC, a limited liability company duly organized and validly existing under the laws of the State of [Texas], together with any Investor Assignee. "Lender" means any Person which has loaned money to the Owner to pay or refinance the costs of acquiring, financing, refinancing, or improving the Property and which loan is secured by a mortgage interest in the Property, or any permitted successors or assigns of such Person. "Notice Address" means: (a) As to the City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager (b) As to the ESID: Columbus Regional Energy Special Improvement District, Inc. c/o Columbus -Franklin County Finance A-2 Authority 350 East First Avenue, Suite 120 Columbus, Ohio 43201 Attention: Jeremy Druhot With a Copy To: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 S. Third Street Columbus, Ohio 43215 (c) As to the Owner Bridge Park DBlock Commercial Investments, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford (d) As to the Investor ORIX Public Finance, LLC "Ordinance Levying Assessments" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.25 with respect to levying special assessments on real property within the ESID. "Ordinance to Proceed" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.23 with respect to levying special assessments on real property within the ESID. "Owner" means Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company, and any permitted successors or assigns. "Owner Consent" means the Owner Consent dated , 2019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. "Parries" means the ESID, the Owner, the Investor, and the City. "Party" means, individually, any one of the Parties. "Payment Guaranty" means the Payment Guaranty, dated as of March 2019, from the Guarantors, jointly and severally, and the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms. "Person" or words importing persons mean firms, associations, partnerships (including without limitation, general and limited partnerships), limited liability companies, joint ventures, societies, estates, trusts, corporations, public or governmental bodies, political subdivisions, other legal entities, and natural persons. A-3 "Plan" means the Columbus Regional Energy Special Improvement District Program Plan adopted by the City of Columbus, Ohio by its Resolution No. 0261X-2015 of November 23, 2015, and any and all supplemental plans approved by the ESID and the City, including, without limitation, the Supplemental Plan. "Project" means the special energy improvement project described in the Supplemental Plan with respect to the Property, for which Special Assessments are to be levied by the City, all in accordance with the Supplemental Plan. "Project Account" means the segregated account in the custody of the Investor for the benefit of the Owner which contains the Project Advance, and out of which disbursements may be made in accordance with Article IV of this Agreement. "Project Advance" means the amount of immediately available funds to be transferred, set over, and paid to and held in the Project Account established pursuant to Section 4.1 of this Agreement for the benefit of the Owner. "Property" means the real property subject to the Plan. "Reasonable Dispatch" means on a schedule that is no more than four months behind the estimated completion date of the Project, which is April 30, 2020. "Repayment Schedule" means the schedule attached to and incorporated into this Agreement as Exhibit B, which schedule establishes the dates and amounts for the repayment of the Project Advance by the Special Assessments paid by the Owner. "Required Insurance Coverage" means, collectively, the Required Property Insurance Coverage and the Required Public Liability Insurance Coverage, each of which, in addition to the requirements described in their respective definitions, (i) must provide for 10 days' notice to the Investor in the event of cancellation or nonrenewal and (ii) must name as an additional insured (mortgagee/loss payee) the Investor. "Required Property Insurance Coverage" means at any time insurance coverage evidenced maintained with generally recognized, responsible insurance companies qualified to do business in the State in the amount of the then full replacement value of the Project and Property, insuring the Project against loss or damage by fire, windstorm, tornado and hail and extended coverage risks on a comprehensive all risk/special form insurance policy and containing loss deductible provisions of not to exceed [$10,000], which insurance coverage shall name the Investor as loss payee/mortgagee. "Required Public Liability Insurance Coverage" means at any time commercial general liability insurance against claims for personal injury, death or property damage suffered by others upon, in or about any premises occupied by the Owner, which insurance coverage shall name the Investor as an additional insured. A-4 "Resolution offecessity" means any resolution or ordinance passed, enacted, or adopted by the City pursuant to Ohio Revised Code Section 727.12 with respect to levying special assessments on real property within the ESID. "Servicing Fee" means a semi-annual fee of $625.00 collected with each installment of the Special Assessments as shown on the repayment schedule attached to this Agreement as Exhihit R "Special AssessmentAct" means, collectively, Ohio Revised Code Section 727.01 et seq., Ohio Revised Code Section 1710.01 et seq., Ohio Revised Code Section 323.01 et seq., Ohio Revised Code Section 319.01 et seq., Ohio Revised Code Section 5721.01 et seq., and related laws. "Special Assessment Proceedings" means, collectively, Resolution No. [ ]-2019 of the City Council adopted on February , 2019 approving the Petition, the Plan, and the Supplemental Plan and declaring the necessity of the Project, Ordinance [ ]-2019, determining to proceed with the Project, adopted on February , 2019, and Ordinance [ ]-2019, levying the Special Assessments, adopted on February , 2019, with respect to levying special assessments on the Property subject to the Petition. "Special Assessments" means the special assessments levied pursuant to the Special Assessment Act and the Special Assessment Proceedings by the City with respect to the Project, a schedule of which is attached to and incorporated into the Plan. "State" means the State of Ohio. "Supplemental Plan" means the Supplement to Plan for Bridge Park D Block, Dublin, Ohio Project, approved by the City Council on February , 2019 by its Resolution No. [ ]- 2019. A-5 EXHIBIT B REPAYMENT SCHEDULE [To Be Inserted] C EXHIBIT C DISBURSEMENT REQUEST FORM STATEMENT NO. REQUESTING AND AUTHORIZING DISBURSEMENT OF FUNDS PURSUANT TO SECTION 4.2 OF THE ENERGY PROJECT COOPERATIVE AGREEMENT DATED AS OF MARCH 2019. Amount Requested: $ Pursuant to Section 4.2 of the Energy Project Cooperative Agreement dated as of March , 2019 (the Agreement) among the ESID, the Owner, and the Investor, the undersigned authorized representative of Bridge Park DBlock Commercial Investments, LLC, as the Owner under the Agreement, hereby requests the Investor having custody of the Project Account, to pay to the Owner or the other person(s) listed on the disbursement schedule attached hereto as Appendix I (the Disbursement Schedule), the respective amounts specified in the Disbursement Schedule out of the moneys on deposit in the Project Account for the advances, payments and expenditures made in connection with the costs of the Project described in the Disbursement Schedule, all in accordance with Section 4.2 of the Agreement (capitalized words and terms not otherwise defined herein having the meanings assigned to them in the Agreement). In connection with this request and authorization (the Disbursement Request), the undersigned hereby certifies that: each of the representations and warranties made by the Owner in the Agreement remains true and correct, in all material respects, as of the date of this Disbursement Request and no Event of Default by the Owner under the Agreement exists; (ii) each item for which disbursement is requested by this Disbursement Request is properly payable out of the Project Account in accordance with the terms and conditions of the Agreement and, except as otherwise noted, none of those items has formed the basis for any disbursement heretofore made from the Project Account; (iii) to the extent any portion of the payment requested is for construction work, the Owner has received and herewith delivers to the Investor, conditional waivers of any mechanics' or other liens with respect to such work; (iv) this Disbursement Request and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Investor for its actions taken pursuant hereto; and (v) this Disbursement Request constitutes the approval of the Owner of each disbursement hereby requested and authorized. C-1 Dated: Approved in accordance with the Agreement: ORIX Public Finance, LLC, as the Investor: Dated: C-2 Authorized Representative of Owner SCHEDULE 1 TO DISBURSEMENT REQUEST FORM Payee Amount Purpose C-3 EXHIBIT D FORM OF COMPLETION CERTIFICATE Bridge Park DBlock Commercial Investments, LLC (the Owner) hereby certifies that the Project, as such term is defined in the Energy Project Cooperative Agreement entered into by and between the Owner, the Columbus Regional Energy Special Improvement District, Inc., the City of Dublin, Ohio and ORIX Public Finance, LLC (the Investor) dated as of March , 2019 (the Agreement) has been completed at Franklin County Auditor Parcel ID Numbers 273-013032, 273-013029, and 273-013030 (the Property) in strict compliance with the requirements of the Agreement. Note: Capitalized terms used but not defined in this Completion Certificate have the meaning assigned to them in the Agreement to which a form of this Completion Certificate is attached and of which it forms a part. THE OWNER HEREBY CERTIFIES: (a) That the acquisition, construction, improvement, and installation of the Project was substantially completed on (b) That all other facilities necessary in connection with the Project have been acquired or are otherwise available to the Owner; (c) That the acquisition, construction, improvement, and installation of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, building, environmental, and other similar governmental regulations; (d) That except as provided in clause (e) below, all costs of that acquisition, construction, improvement, and installation then or theretofore due and payable have been paid; and (e) The amounts, if any, the Investor shall retain in the Project Account for the payment of costs not yet due or for liabilities that the Owner is contesting or which otherwise should be retained and the reasons such amounts should be retained. [Balance of Page Intentionally Left Blank] D-1 NOTICE: DO NOT SIGN THIS COMPLETION CERTIFICATE UNLESS YOU AGREE TO EACH OF THE ABOVE STATEMENTS. Bridge Park DBlock Commercial Investments, LLC, as the Owner Name: Title: D-2 EXHIBIT E CLOSING COSTS DETAIL Pursuant to Section 4.2 of the foregoing Energy Project Cooperative Agreement, the Investor shall disburse to the respective payee set forth below, the following closing costs: [To Be Inserted] E-1 EXHIBIT F CONSENT OF MORTGAGEE N/A. As of the date of this Agreement the Property is not subject to any mortgage. F-1 EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT ASSIGNMENT AND ASSUMPTION OF ENERGY PROJECT COOPERATIVE AGREEMENT [ (Assignor), in consideration of the sum of $[ in hand paid and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Assignor's execution of this Assignment and Assumption of Energy Project Cooperative Agreement (Assignment), assigns, transfers, sets over, and conveys to [ ] (Assignee) all of Assignor's right, title, and interest in and to that certain Energy Project Cooperative Agreement dated as of March '2019 between the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District, Inc., Assignor, ORIX Public Finance, LLC (the Investor), and the City of Dublin, Ohio (the City) (the Energy Project Cooperative Agreement). By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Energy Project Cooperative Agreement. Assignee further represents and warrants that it has taken title to the "Property," as that term is defined in the Energy Project Cooperative Agreement, subject to the Special Assessment Agreement dated as of even date with the Energy Project Cooperative Agreement between the Franklin County Treasurer, the City, the ESID, the Investor, and Bridge Park DBlock Commercial Investments, LLC (the Special Assessment Agreement) and to the "Owner Consent" dated as of 2019 by Bridge Park DBlock Commercial Investments, LLC and recorded in the records of the Franklin County Recorder with respect to the Property. By executing this Assignment, Assignee accepts the assignment of, and assumes all of Assignor's duties and obligations under, the Special Assessment Agreement and the Owner Consent. Assignor and Assignee acknowledge and agree that executed copies of this Assignment shall be delivered to the City, the Investor, and the ESID, as each of those terms are defined in the Energy Project Cooperative Agreement, all in accordance with Sections 3.4(a) and 6.7 of the Energy Project Cooperative Agreement In witness of their intent to be bound by this Assignment, each of Assignor and Assignee have executed this Assignment this day of , [ ], which Assignment is effective this date. This Assignment may be executed in any number of counterparts, which when taken together shall be deemed one agreement. G-1 ASSIGNOR: By: Name: Title: G-2 ASSIGNEE: By: Name: Title: G-3 EXHIBIT H PAYMENT INSTRUCTIONS Payment Instructions for Zions Bancorporation, National Association as Escrow Agent for ORIX Public Finance, LLC Bank Name: [BANK NAME] [BANK ADDRESS] ABA: [NUMBER] Beneficiary Name [Address] [Address] Beneficiary Account: [NUMBER] Reference: [NUMBER] Contact: [Information] If sending by check, please make checks payable to: [NAME/ REFERENCE] and mail to: Zions Bancorporation, National Association [ADDRESS] [ADDRESS] Attention: [NAME] H-1 SPECIAL ASSESSMENT AGREEMENT by and among COUNTY TREASURER OF FRANKLIN COUNTY, OHIO ("Treasurer"), And CITY OF DUBLIN, OHIO ("City"), And ORIN PUBLIC FINANCE, LLC ("Investor"), And BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. ("District'), And BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC ("Owner") Dated as of March 2019 SPECIAL ASSESSMENT AGREEMENT THIS SPECIAL ASSESSMENT AGREEMENT (this Agreement) is made effective as of February , 2019, by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., doing business under the registered trade name Columbus Regional Energy Special Improvement District, Inc., (the District), ORIX Public Finance, LLC (the Investor), and Bridge Park DBlock Commercial Investments, LLC (the Owner). BACKGROUND: WHEREAS, the District was created under Ohio Revised Code Chapters 1702 and 1710 and established pursuant to Resolution No. 0261X-2015 of the Council of the City of Columbus, Ohio approved on November 23, 2015; and WHEREAS, the Owner has determined that it is in its best interests to cause the acquisition, construction, improvement, and installation of energy efficiency improvements, including, without limitation, lighting retrofits, high -efficiency HVAC systems, building automation controls, energy efficient roofs, building insulation, energy efficient windows and doors, and related improvements (collectively, the Project) on the real property located within Franklin County, Ohio (the County) and the City, and as more fully described in Exhibit A to this Agreement (the Property); and WHEREAS, pursuant to Resolution No. [ ]-2019 of the Council of the City (the Council), approved on February , 2019, the Property was added to the territory of the District; and WHEREAS, the costs of the Project are being funded through an advance in the amount of $[12,750,000.00] (the Project Advance) to the Owner pursuant to an Energy Project Cooperative Agreement dated as of March , 2019 between the Investor, the District, the Owner, and the City (the Energy Project Cooperative Agreement); and WHEREAS, to secure the payment of the principal of, and any premium and unpaid interest on the Project Advance used to finance the Project (the Project Costs), (i) the Owner has signed and delivered to the Clerk of Council a Petition for Special Assessments for Special Energy Improvement Projects and Affidavit (the Petition), for the acquisition, construction, improvement, and installation of the Project and evidencing the Owner's agreement to the levy and collection of special assessments by the City (the Special Assessments) on the Property, which are located within the District in amounts sufficient to pay the Project Costs, and (ii) the City (a) has taken all the necessary actions required by Chapter 727 of the Ohio Revised Code, including, without limitation, the passage of the assessing ordinance pursuant to the requirements of Ohio Revised Code Section 727.25, for the levying of the Special Assessments and has caused or will cause the Special Assessments to be certified to the County Auditor of Franklin County, Ohio (the County Auditor) for collection by the Treasurer in semi-annual installments, and (b) 1 hereby has agreed to transfer to the Investor the payments of Special Assessments received, which payments are to be transferred to the Investor to repay the principal of, and pay interest, administrative fees, and any redemption premium on, the Project Advance; and WHEREAS, the Owner agrees that its delivery of the Petition and the requests and agreements made in the Petition are irrevocable and that the parties to this Agreement have acted and will act in reliance on the agreements contained in the Petition; and WHEREAS, pursuant to the Petition, the Special Assessments have been levied against the Property as described in the Petition and pursuant to this Agreement the Owner is willing to agree to make Special Assessment payments in accordance with the Petition; and WHEREAS, Chapters 323 and 5721 of the Ohio Revised Code set forth certain parameters and timing requirements for the foreclosure of property on which taxes and assessments, including the Special Assessments, are due and owing and remain unpaid; and WHEREAS, upon the occurrence of an Event of Default pursuant to the Energy Project Cooperative Agreement, it may be necessary for the District to foreclose on the lien of the Special Assessments with respect to the Property as set forth in Section 1 of this Agreement; and WHEREAS, in consideration of the Project Advance, the Owner is willing to consent to an expedited foreclosure process with respect to the lien of the Special Assessments, the form of the consent being attached hereto as Exhibit B (the Owner Consent) and the Owner Consent with respect to the foreclosure of the Special Assessments as soon as possible (as referenced in Section 1 hereof) shall be a covenant running with the Property and binding upon the Owner and upon future owners of the Property until Project Advance is repaid in full; and WHEREAS, based on the Owner Consent and other considerations, at the request of the District, upon the occurrence of an Event of Default under the Energy Project Cooperative Agreement, the Treasurer and the City have agreed to foreclose the lien of the Special Assessments as soon as possible as described herein; and WHEREAS, if any assessments, including, without limitation, the Special Assessments, payments in lieu of taxes, real property taxes, or other governmental charges levied on the Property are not paid when due and thereafter remain delinquent, the Treasurer, pursuant to Ohio Revised Code Sections 5721.30 through 5721.41 (the Delinquent Tax Lien Sale Act), specifically Ohio Revised Code Section 5721.33, may, in his discretion, but is not required to, negotiate with one or more persons the sale of any number of tax certificates (Tax Certificates) which evidence the liens (the Tax Liens) of the State of Ohio (the State) and its applicable taxing districts for such delinquent assessments, including Special Assessments, real property taxes, payments in lieu of taxes, governmental charges, or penalties and interest on such Property; and WHEREAS, pursuant to the Delinquent Tax Lien Sale Act, the Treasurer, in his discretion, is entitled to sell such Tax Certificates at a discount from the full amount of the 2 general real estate taxes, assessments, including the Special Assessments, penalties and interest that have become delinquent; and WHEREAS, if the Treasurer were to sell such Tax Certificates at a discount (other than in accordance with the provisions of this Agreement), the proceeds of such sale representing the delinquent Special Assessments might be insufficient to repay the principal of, and the interest, administrative fees, and any redemption premium on, the Project Advance; and WHEREAS, the Treasurer does not desire to take any action with respect to the collection of the Special Assessments that might adversely affect the repayment of the Project Advance without the consent of the District and the Investor; and WHEREAS, the Treasurer has agreed to remit to the Investor, in the event of a default under the Energy Project Cooperative Agreement, as set forth in this Agreement, amounts collected by the Treasurer and relating to the Special Assessments, including without limitation amounts collected by the Treasurer as a result of foreclosure of the lien of the Special Assessments on the Property and including amounts received from a sale of Tax Certificates pursuant to the Delinquent Tax Lien Sale Act; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, and desiring to be legally bound hereunder, the parties hereto covenant and agree as follows: Section 1. Special Assessments. 1.1 The Owner, prior to the execution and delivery of this Agreement, has signed and delivered to the Clerk of Council the Petition for the acquisition, construction, improvement, and installation of the Project and evidencing the agreement of the Owner to the levy and collection of the Special Assessments as security for the Project Advance. The Owner agrees that its delivery of the Petition and the requests and agreements made therein are irrevocable and that the parties hereto have acted and will act in reliance on the agreements contained in that Petition. The City has duly enacted Resolution No. [ ]-2019, Ordinance [ ]- 2019, and Ordinance[ ]-2019 (the Assessing Ordinance) to provide for the levy and collection of the Special Assessments on the Property. The Clerk of Council certified (or caused to be certified) the Assessing Ordinance to the County Auditor as set forth in the Petition. 1.2 The City shall cause the Special Assessments, as set forth in the Assessment Schedule attached to the Petition, to be certified to the County Auditor on or before the last date for the certification of special assessments to the County Auditor pursuant to the requirements of Section 727.33 of the Ohio Revised Code. 1.3 In the event the Project Advance is prepaid or redeemed, in whole or in part, the parties shall, in cooperation with the Owner, and to the extent permitted by law, cause 3 the aggregate lien of the Special Assessments to be no greater than the remaining principal of and interest and premium, if any, on the Project Advance through maturity. 1.4 To the extent that the Owner prepays any of the required payments pursuant to the Energy Project Cooperative Agreement, then the amounts of the Special Assessments shall be reduced in accordance with the Assessment Schedule attached to the Petition. 1.5 To secure payments made on the Project Advance, the City hereby assigns to the Investor all of its rights, title to, and interest in the Special Assessments to be levied with respect to the Project Costs. As long as the Project Advance shall be outstanding and amounts shall be due and owing under the Energy Project Cooperative Agreement with respect to the Project Advance, the City assigns to the Investor all of its right, title and interest in and to, and grants to the Investor a security interest in, the Special Assessments received by the City and in the City's related special assessment fund. The Investor, as assignee of the City, is hereby authorized to take any and all such actions as assignee of and, to the extent required by law, in the name of and for and on behalf of the City, to collect delinquent Special Assessments levied by the City pursuant to law and to cause the lien securing the delinquent Special Assessments to be enforced through prompt and timely foreclosure proceedings, including, but not necessarily limited to, filing and prosecution of mandamus or other appropriate proceedings to induce the County Prosecutor, the County Auditor, and the County Treasurer, as necessary, to institute such prompt and timely foreclosure proceedings. The proceeds of the enforcement of any such lien shall be deposited and used in accordance with this Agreement and the Energy Project Cooperative Agreement. The Treasurer, the City, the District, the Investor, and the Owner each hereby acknowledges, agrees with, and consents to those assignments. 1.6 The City, upon receipt of any moneys received by the City as Special Assessments, but in any event not later than 15 calendar days after the receipt of such moneys and the corresponding final settlement from the County Auditor, shall deliver to the Investor all such moneys received by the City as Special Assessments. The City's obligation to transfer the Special Assessments to the Investor shall be absolute and unconditional, and the City shall make such transfers without abatement, diminution, or deduction regardless of any cause or circumstance whatsoever, including, without limitation, any defense, set-off, recoupment, or counterclaim which the City may have or assert against the Investor, the Owner, or any other person; provided, however, that the City's obligation to transfer special assessments is limited to the Special Assessments actually received by the City from the County Auditor. The Investor may from time to time provide written payment instructions to the City for payment of Special Assessments by check, wire instructions, or other means. 1.7 Notwithstanding anything in this Agreement to the contrary, the Treasurer's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The Treasurer's obligations shall be limited to the moneys levied, collected and received in respect of the Special Assessments and any County - imposed collection fees, charges, or penalties. The Treasurer's obligations under this Agreement 4 do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the County. 1.8 Notwithstanding anything in this Agreement to the contrary, the City's obligations under this Agreement are not and shall not be secured by an obligation or pledge of any moneys raised by taxation. The City's obligation under this Agreement shall be limited to any moneys received from the County in respect of the Special Assessments and any County - imposed collection fees, charges, or penalties. The City's obligations under this Agreement do not and shall not represent or constitute a debt or pledge of the faith and credit or taxing power of the City. Section 2. Foreclosure Process. 2.1 The Treasurer, the City, the Investor, and the Owner each acknowledge that the Special Assessments are to secure payments relating to the Project Advance, including the Project Costs and other amounts as provided under the Energy Project Cooperative Agreement. The Treasurer agrees that so long as the Project Advance is outstanding and the Project Costs thereon, and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, upon the Treasurer's receipt of written notice from the Investor or the District, with a copy to the other of the Investor or the District and to the Owner and the City that an Event of Default (as defined under the Energy Project Cooperative Agreement) has occurred and is continuing and which notice directs Treasurer to foreclose on the lien of the Special Assessments, the Treasurer will, not later than 30 days from the date of the receipt of such notice, file and diligently prosecute a foreclosure action against the Property, following the procedures for lien foreclosures established in Ohio Revised Code § 323.25 and related sections. The foreclosure action shall be to collect all Special Assessments then due and owing on the Property in accordance with the Petition. Without the prior written consent of the District and the Investor, the Treasurer will not confirm the sale of the Property for an amount less than 100% of the amount of the Special Assessments and other general real estate taxes, payments in lieu of taxes, and assessments then due and owing with respect to the Property, as shall be certified by the District to the Treasurer pursuant to the records of the Treasurer. All fees and expenses of the Treasurer in collecting the Special Assessments are to be included and paid for by the Owner. 2.2 The Treasurer hereby acknowledges that the City has assigned all of its right, title, and interest in and to the Special Assessments to the Investor, and that the District has assigned all of its right, title and interest in an to the Special Assessments to the Investor, and the Treasurer hereby agrees that so long as the Project Advance is outstanding and the Project Costs thereon and other amounts under the Energy Project Cooperative Agreement are secured, at least in part, by the revenues derived from the Special Assessments, the Treasurer will not sell or negotiate the sale of one or more Tax Certificates related to the Property for an amount less than 100% of the amount levied and certified for collection without the prior written consent of the District and the Investor. 5 2.3 The Treasurer hereby covenants and agrees that if any of the general real estate taxes, payments in lieu of taxes, assessments, including the Special Assessments, governmental charges, or penalties and interest on the Property are delinquent and the Delinquent Tax Lien Sale Act would permit the Treasurer to negotiate the sale of Tax Certificates with respect thereto, the Treasurer will, prior to giving any notice under the Delinquent Tax Lien Sale Act of a sale of Tax Certificates with respect to the Property, give written notice to the District and the Investor regarding the same and state therein whether the Treasurer reasonably anticipates receiving no less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, originally levied and certified for collection plus other charges, including attorney's fees, or whether the Treasurer reasonably expects to receive less than 100% of the general real estate taxes, payments in lieu of taxes, and assessments, including the Special Assessments, penalties and interest, levied and certified for collection plus other charges, including attorney's fees, and in accordance with this Agreement is requesting the consent of the District and the Investor for such a sale. 2.4 The Treasurer agrees, on behalf of the County, not to utilize the authority contained in Ohio Revised Code Chapter 5722 to transfer any of the Property to the county land reutilization corporation, to sell or convey any of the Property to any political subdivision under the authority contained in Ohio Revised Code Chapter 5722, or to clear the liens and encumbrances applicable to the Property under the authority contained in Ohio Revised Code Chapter 5722 without the express written consent of the District and the Investor. 2.5 Nothing in this Agreement shall, or shall be construed to, prevent the Treasurer from selling one or more Tax Certificates with respect to the Property to a third party without the consent of the Investor and the District if the price received for the Tax Certificate or Tax Certificates equals or exceeds 100% of the delinquent general real estate taxes, assessments, including the Special Assessments, penalties and interest on the Property outstanding against the Property at the time of such sale. 2.6 The District and the Investor each hereby agrees that upon written notice from the Treasurer pursuant to Section 2.1 of this Agreement, it, within 30 days of receipt of the Treasurer's notice, shall give a written response to the Treasurer indicating therein whether it consents to the request for sale of a Tax Certificate or Tax Certificates. 2.7 No delay or failure of the District or the Investor to give a written response shall be construed to be a consent to such request or to be a waiver of the right to give such consent. No consent or refusal thereof by the District or the Investor in response to a request by the Treasurer shall extend to or affect any subsequent request of the Treasurer or shall impair the rights of the District or the Investor with respect any such subsequent request. 2.8 So long as the Project Costs are outstanding, the Treasurer hereby covenants and agrees (a) to remit to the Investor, as appropriate and as provided for herein, not more than 30 days from the date of collection by the Treasurer, all Special Assessments collected from the Property, including amounts collected from Tax Certificates; and (b) to the extent the 6 Treasurer seeks and is appointed as receiver for the Property, as provided for in Chapter 323 of the Revised Code, after payment of reasonable fees and expenses of the Treasurer, all amounts collected by the Treasurer, as receiver for the Property and collected as a result of the Special Assessments, shall be remitted to the District. Section 3. Indemnification by Owner 3.1 The Owner hereby releases the District, the City, the Treasurer, the Investor, and their respective officers, directors and employees (collectively, the Indemnified Parties), from, agrees that the Indemnified Parties shall not be liable for, and at Owner's sole cost and expense, agrees to indemnify, protect and save the Indemnified Parties harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, causes of action, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, out-of-pocket third party attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever (collectively, the Indemnified Matters) which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or on account of: (i) the levy and collection of the Special Assessments; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition, construction, installation, equipment, improvement maintenance, operation and use of the Project; (iii) any breach or default on the part of the Owner in the performance of any covenant, obligation or agreement of the Owner under the Energy Project Cooperative Agreement, or arising from any act or failure to act by the Owner, or any of the Owner's agents, contractors, servants, employees or licensees; (iv) the Owner's failure to comply with any requirement of this Agreement; (v) the efforts of the City and the Treasurer to collect Special Assessments; (vi) any legal costs or out- of-pocket costs incurred by the District specifically related to additional approvals or actions that may be required by the District arising after the date of the Energy Project Cooperative Agreement (and in the case of such legal costs or out-of-pocket costs, agrees to pay such costs directly to the District); (vii) any claim, action or proceeding brought with respect to any matter set forth in clause (i), (ii), (iii), (iv), (v) or (vi) above, provided, however that the Owner shall not indemnify the Indemnified Parties as provided above to the extent that any liability, claim, cost or expenses arises out of or results from the willful misconduct or material breach of this Agreement or the Energy Project Cooperative Agreement of the Indemnified Parties. 3.2 Unless caused by the willful misconduct of any of the Indemnified Parties, the Owner covenants and agrees, at its sole cost and expense, to indemnify, protect and save the Indemnified Parties harmless against and from any and all Indemnified Matters which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or on account of: (a) The enforcement of this Agreement or the assertion by the Owner of any defense to its obligations hereunder (except the successful defense of actual performance not subject to further appeal), whether any of such matters arise before or after foreclosure of the 7 Special Assessments or other taking of title to all or any portion of the Project by any of the Indemnified Parties or any affiliate of thereof. (b) Other Indemnified Matters which shall include, without limitation, all of the following: (i) the costs of removal of any and all existing and future asbestos, polychlorinated biphenyls and petroleum products and any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such in any Laws (as hereinafter defined) (any such asbestos, polychlorinated biphenyls and petroleum products and any such other materials, wastes and substances being herein collectively called Hazardous Materials) from all or any portion of the Project or any surrounding areas (except that the indemnity provided for under this Agreement shall not cover the costs of such removal unless either (a) such removal is required by any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) and any judicial or administrative interpretation thereof, including any judicial or administrative orders or judgments related to Hazardous Materials (collectively, Laws), or (b) any present or future use, operation, development, construction, alteration or reconstruction of all or any portion of the Project is or would be conditioned in any way upon, or is or would be limited in any way until the completion of, such removal in accordance with any Laws), (ii) additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under or affecting the Project into the air, any body of water, any other public domain or any surrounding areas and (iii) costs incurred to comply, in connection with all or any portion of the Project or any surrounding areas, with all applicable Laws with respect to Hazardous Materials (clause (i), (ii) and (iii) above being herein collectively called Corrective Work). The Indemnified Parties each acknowledges Corrective Work may at times include the Owner's assertion and pursuit of indemnification and/or remediation by tenants or former tenants at the Project. Payments by the Owner under this Section 3.2 shall not reduce any of the Owner's other obligations and liabilities under this Agreement. Notwithstanding anything to the contrary contained herein, (a) the indemnity provided for under this Section 3.2 with respect to surrounding areas shall not extend to the costs of Corrective Work on, in, under or affecting any surrounding areas if the applicable Hazardous Materials did not originate from any portion of the Project, unless the removal of any Hazardous Materials on, in, under or affecting any surrounding areas is required by Law or by order or directive of any federal, state or local governmental authority in connection with the Corrective Work on, in, under or affecting any portion of the Project and (b) if the Owner no longer holds title to the Project as a result of a foreclosure sale, a sale pursuant to a power of sale or by a deed in lieu of foreclosure or otherwise, then the indemnity provided for under this Agreement shall not apply (i) to Hazardous Materials which are initially placed on, in or under all or any portion of the Project after the date the Owner ceases to hold title to the Project, and (ii) to payment of judicial awards (except awards for costs and expenses) which have been specifically rendered against Lender in any litigation. Section 4. Additional Aereements and Covenants. 4.1 The agreements of the parties hereafter with respect to the foreclosure process shall be a covenant running with the Property and, so long as Project Costs are payable 3 from or secured, at least in part, by the revenues derived from the Special Assessments, such covenant shall be binding upon the Property (except as released as provided in the Owner Consent), the Owner and any future owner of all or any portion of the Property. This Agreement, the Owner Consent, and all other required documents and agreements, shall be recorded with the Franklin County, Ohio Recorder's Office, so that the agreements of the parties hereafter with respect to the foreclosure process established pursuant to this Agreement is a covenant running with and is enforceable against the Property. 4.2 If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 4.3 This Agreement shall inure to the benefit of each of the parties, and each of their successors and assigns, all subject to the provisions of this Agreement. This Agreement may be amended only by a written instrument of the parties, and any attempt to amend or modify this Agreement without a written instrument signed by all of the parties to this Agreement shall be null and void. Notices given hereunder shall be in writing and shall be effective when actually received if delivered by hand or overnight courier, or three days after being sent by registered or certified mail, postage prepaid, the certification receipt therefore being deemed the date of such notice, and addressed to the parties as follows: If to City: City of Dublin, Ohio 5200 Emerald Parkway Dublin, OH 43017 Attention: City Manager Ifto Treasurer: County Treasurer Franklin County, Ohio 373 S. High Street, 17"' Floor Columbus, OH 43215 Attention: Cheryl Brooks Sullivan If to the District: Columbus Regional Energy Special Improvement District, Inc. c/o Columbus -Franklin County Finance Authority 350 East First Avenue, Suite 120 Columbus, OH 43201 Attention: Jeremy Druhot With a Copy to: J. Caleb Bell Bricker & Eckler LLP 100 South Third Street Columbus, OH 43215 If to Owner: Bridge Park DBlock Commercial Investments, LLC 9 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent D. Crawford If to the Investor: ORIX Public Finance, LLC With a Copy to: [ ] 4.4 (a) The Investor shall have the unrestricted right at any time or from time to time, and without the Treasurer, the City, the District, or the Owner's consent, to assign all or any portion of its rights and obligations under this Agreement and may sell or assign any and all liens received directly or indirectly from the City to any person (each, an Investor Assignee), and the Owner agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection with this Agreement as the Investor shall deem necessary to effect the foregoing. Any Investor Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Investor under this Agreement (and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement) to the extent that such rights and obligations have been assigned by the Investor pursuant to the assignment documentation between the Investor and such Assignee, and the Investor shall be released from its obligations under this Agreement and under any and all other guaranties, documents, instruments and agreements executed in connection with this Agreement to a corresponding extent. (b) The Investor shall have the unrestricted right at any time and from time to time, and without the consent of or notice of the Treasurer, the City, the District, or the Owner, to grant to one or more persons (each, a Participant) participating interests in the Investor's obligation to make the Project Advances under the Energy Project Cooperative Agreement or any or all of the loans held by Investor under the Energy Project Cooperative Agreement. In the event of any such grant by the Investor of a participating interest to a Participant, whether or not upon notice to the Treasurer, the City, the District, and the Owner, the Investor shall remain responsible for the performance of its obligations under the Energy Project Cooperative Agreement and the Owner shall continue to deal solely and directly with the Investor in connection with the Investor's rights and obligations under the Energy Project Cooperative Agreement. (c) The Investor may furnish any information concerning the Owner in its possession from time to time to prospective Investor Assignees and Participants. 10 4.5 This Agreement shall be construed in accordance with the laws of the State of Ohio. 4.6 This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 4.7 The Parties hereby acknowledge and agree that this Agreement does not constitute a contract involving the expenditure of money by the County. 11 IN WITNESS WHEREOF, each party to this Agreement has caused this Agreement to be executed in its respective name and capacity by its respective duly authorized officers, all as of the day and the year first written above. "TREASURER" COUNTY TREASURER OF FRANKLIN COUNTY, OHIO Treasurer County of Franklin, Ohio STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named FRANKLIN COUNTY TREASURER, who acknowledged that he or she did sign the foregoing instrument and the same is his or her free act and deed as such officer of Franklin County. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-1 "CITY" CITY OF DUBLIN, OHIO Name: Title: STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named CITY OF DUBLIN, OHIO by I its who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-2 "INVESTOR" ORIX PUBLIC FINANCE, LLC Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named ORIX PUBLIC FINANCE, LLC by I its who acknowledged that he or she did sign the foregoing instrument and that the same is his or her free act and deed as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-3 "DISTRICT" BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., D/B/A: COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC C Name: Title: STATE OF OHIO ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BEXLEY, COLUMBUS, DUBLIN, GROVE CITY, HILLIARD, PERRY TOWNSHIP, WHITEHALL, WORTHINGTON REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC., d/b/a COLUMBUS REGIONAL ENERGY SPECIAL IMPROVEMENT DISTRICT, INC. by , its , who acknowledged that such officer did sign the foregoing instrument and that the same is such officer's free act and deed as such officer and of said district. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] Notary Public S-4 "OWNER" Bridge Park DBlock Commercial Investments, LLC an Ohio limited liability company Name: Title: STATE OF ) SS: COUNTY OF ) BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Notary Public S-5 FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio, hereby certifies that the City has established a special assessment fund, into which the Special Assessments (as that term is defined in the foregoing Agreement) received by the City shall be deposited, free from any previous encumbrances. The City shall use the moneys deposited in such special assessment fund to meet its obligations under the foregoing Agreement. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44 Dated: 2019 Director of Finance City of Dublin, Ohio EXHIBIT A DESCRIPTION OF PROPERTY The real property subject to this Agreement is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273- 013029; and 273-013030 and having the following legal description: [To Be Inserted] C FORM OF OWNER CONSENT This consent is given by Bridge Park DBlock Commercial Investments, LLC, an Ohio limited liability company (the Owner) pursuant to the Special Assessment Agreement dated as of March , 2019 (the Agreement) by and among the County Treasurer of Franklin County, Ohio (the Treasurer), the City of Dublin, Ohio (the City), the Bexley, Columbus, Dublin, Grove City, Hilliard, Perry Township, Whitehall, Worthington Regional Energy Special Improvement District, Inc., d/b/a Columbus Regional Energy Special Improvement District, Inc. (the District), ORIX Public Finance, LLC (the Investor) and the Owner. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. The Agreement provides for an accelerated foreclosure process with respect to the Special Assessments on the Property, such Property being described in the Exhibit A to the Agreement. The Agreement further provides that if an event of default occurs and is continuing with respect to a required semi-annual payment of Special Assessments or an "Event of Default" (as that term is defined in the Energy Project Cooperative Agreement) under the Energy Project Cooperative Agreement occurs and is continuing, the Treasurer will pursue an accelerated foreclosure of the lien of the Special Assessments, all as provided in the Agreement. In consideration of the Project Advance to finance the Project, the Owner hereby consents to the accelerated foreclosure process with respect to the lien of the Special Assessments then due and owing with respect to the Property, as provided in the Agreement. The Owner is the owner of the Property. The Owner covenants and agrees that so long as the Project Advance remains outstanding, except as the covenant may be released by the District and the Investor, as applicable, in writing, the accelerated foreclosure process established pursuant to the Agreement shall be a covenant on and running with, and shall be binding upon, the Property, the Owner and all future owners of the Property. Any release, modification or waiver of the covenant running with the land by the District or the Investor, as applicable, shall be filed of record with the Franklin County, Ohio Recorder's Office. The Owner agrees that this Owner Consent shall be recorded with the Franklin County, Ohio Recorder's Office and the Owner covenants and agrees to record such documents and to take such reasonable steps as are necessary, so that the accelerated foreclosure process with respect to the lien of the Special Assessments is a covenant on and running with the Property and is binding on the Owner and any and all future owners of all or any portion of the Property. Anything in this Owner Consent to the contrary notwithstanding, this Owner Consent shall in no way be construed as a waiver by the Owner of its statutory right of redemption, including the full applicable redemption period. (Signature Page Immediately Follows) C IN WITNESS WHEREOF, the Owner has executed and delivered this Owner Consent as of the date first stated above. "OWNER" BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC an Ohio limited liability company C Name: Title: STATE OF SS: COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named BRIDGE PARK DBLOCK COMMERCIAL INVESTMENTS, LLC by , its , who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as such officer and of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 12019. [SEAL] This instrument prepared by: J. Caleb Bell, Esq. Bricker & Eckler LLP 100 South Third St. Columbus, Ohio 43215 Notary Public C Description of Propertv The real property subject to this Owner Consent is situated between Tuller Ridge Drive to the South, Riverside Drive to the West, John Shields Parkway to the North, and Mooney Street to the East, having the following Franklin County Auditor Parcel ID Nos.: 273-013032; 273- 013029; and 273-013030 and the following legal description: [To Be Inserted] C