INTERGOVERNMENTAL AGREEMENT

between

DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF ATLANTA

and

CITY OF ATLANTA

Dated as of __________ 1, 2018

This Intergovernmental Agreement and all right, title and interest of the City of Atlanta (the
“City”) and the Downtown Development Authority of the City of Atlanta (the “Issuer”) in all
payments and revenues derived under this Intergovernmental Agreement (except for those
certain rights that are excluded in the granting clauses of the hereinafter defined Indenture) have
been assigned and pledged to, and are subject to a security interest in favor of, Regions Bank, as
trustee (the “Trustee”) under the Master Indenture of Trust, dated as of even date herewith, as
amended or supplemented from time to time, between the Issuer and the Trustee, which secures
Bonds issued under the Master Indenture and Supplemental Indentures. Information concerning
such security interest may be obtained from the Trustee, Regions Bank, 1180 West Peachtree
Street, Suite 1200, Atlanta, Georgia 30309.

This instrument was prepared by:

Hunton Andrews Kurth LLP

Bank of America Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
Telephone: (404) 888-4000

DDA (Gulch) | Intergovernmental Agreement – Hunton Draft 8.31.2018

 TABLE OF CONTENTS

ARTICLE I DEFINITIONS ...................................................................................................1

Section 1.1. Definitions..........................................................................................................1

ARTICLE II REPRESENTATIONS ......................................................................................3

Section 2.1. Representations by the Issuer.............................................................................3

Section 2.2. Representations and Warranties by the City ......................................................5

ARTICLE III ISSUANCE OF THE BONDS; APPLICATION OF BOND

PROCEEDS .......................................................................................................6

Section 3.1. Agreement to Issue Bonds; Application of Bond Proceeds ...............................6

Section 3.2. Reporting Requirements of the Issuer................................................................6

ARTICLE IV EFFECTIVE DATE OF THIS INTERGOVERNMENTAL

AGREEMENT; DURATION OF INTERGOVERNMENTAL
AGREEMENT TERM; PAYMENT PROVISIONS .........................................7

Section 4.1. Effective Date of this Intergovernmental Agreement; Duration

of Intergovernmental Agreement Term .............................................................7
Section 4.2. Payments ............................................................................................................7
Section 4.3. Payments Upon Payment in Full of Bonds ........................................................7
Section 4.4. Place of Payments ..............................................................................................8
Section 4.5. Obligations of City Hereunder Absolute and Unconditional .............................8
Section 4.6. Prior Lien of Bonds ............................................................................................8
Section 4.7. Limited Liability ................................................................................................9

ARTICLE V INSURANCE, DAMAGE, DESTRUCTION AND

CONDEMNATION ...........................................................................................9

Section 5.1. No City or Issuer Responsibility ........................................................................9

ARTICLE VI SPECIAL COVENANTS AND REPRESENTATIONS ..................................9

Section 6.1. Further Assurances and Corrective Instruments, Recordings

and Filings ..........................................................................................................9

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES ....................................................9

Section 7.1. Events of Default Defined .................................................................................9

Section 7.2. Remedies on Default ........................................................................................10
Section 7.3. No Remedy Exclusive......................................................................................10
 Section 7.4. No Additional Waiver Implied by One ............................................................11
Section 7.5. Waiver of Appraisement, Valuation, Etc .........................................................11

ARTICLE VIII MISCELLANEOUS ........................................................................................11

Section 8.1. Notices .............................................................................................................11

Section 8.2. Binding Effect ..................................................................................................12
Section 8.3. Severability ......................................................................................................12
Section 8.4. Entire Contract .................................................................................................13
Section 8.5. Execution in Counterparts................................................................................13
Section 8.6. Captions ...........................................................................................................13
Section 8.7. Law Governing Construction of Agreement....................................................13
Section 8.8. Beneficiary .......................................................................................................13
Section 8.9. Time is of the Essence .....................................................................................13

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 INTERGOVERNMENTAL AGREEMENT

THIS INTERGOVERNMENTAL AGREEMENT (“Intergovernmental

Agreement”) is entered into as of __________ 1, 2018, by and between the DOWNTOWN
DEVELOPMENT AUTHORITY OF THE CITY OF ATLANTA (the “Issuer”), a public
body corporate and politic duly created and existing pursuant to the Constitution and laws of the
State of Georgia, including the hereinafter defined Act, and the CITY OF ATLANTA (the
“City”), a municipal corporation and a political subdivision of the State of Georgia;

W I T N E S S E T H:

WHEREAS, the Issuer has been duly created and is existing under and by virtue of the
Constitution and the laws of the State of Georgia (the “State”), in particular, Chapter 42 of Title
36 of the Official Code of Georgia, as amended (the “Act”) and an activating resolution of the
City Council of the City, duly adopted on March 9, 1982, and approved by the Mayor of the City
on March 9, 1982 (collectively, the “Activating Resolution”), and is now existing and operating
as a public body corporate and politic and an instrumentality of the State; and

WHEREAS, Article IX, Section III, Paragraph I(a) of the 1983 Constitution of the State
of Georgia authorizes any county, municipality or other political subdivision of the State to
contract for any period not exceeding 50 years with each other or with any other public agency,
public corporation or public authority for joint services, for the provision of services, for the joint
or separate use of facilities or equipment, but such contracts must deal with activities, services or
facilities which the contracting parties are authorized by law to undertake or provide; and

WHEREAS, the Issuer has the power under the Act to make and execute contracts,
agreements, and other instruments necessary or convenient to exercise its powers or to further
the public purpose for which it was created, including, but not limited to, contracts for
construction of projects, leases of projects, contracts for sale of projects, agreements for loans to
finance projects and contracts with respect to the use of projects; and

NOW, THEREFORE:

In consideration of the above and foregoing premises and the mutual covenants and
agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which consideration is hereby acknowledged and confessed by each of the parties
hereto, the Issuer and the City agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. In addition to the words and terms elsewhere defined in this
Intergovernmental Agreement, the following words and terms as used in this Intergovernmental
Agreement shall have the following meanings unless the context or use indicates another or
different meaning or intent and any other words and terms defined in the Indenture shall have the
same meanings when used herein as assigned them in the Indenture unless the context or use
clearly indicates another or different meaning or intent, and such definitions shall be equally
applicable to both the singular and plural forms of the words and terms herein defined:

“Advance” shall have the meaning set forth in the Indenture.

“Bonds” shall have the meaning set forth in the Indenture.

“DDA Project Verification Agent” shall have the meaning assigned to such term in the
EZ Development Agreement.

“Developer” shall have the meaning assigned to such term in the Indenture.

“Development Benchmarks” shall have the meaning assigned to such term in the EZ
Development Agreement.

“Enterprise Zone Employment Act” means the Enterprise Zone Employment Act of
1977, codified at Official Code of Georgia, Section 36-88-1, et seq., as amended.

“Enterprise Zone Infrastructure Fees” shall have the meaning assigned to such term in
the Indenture.

“EZ Development Agreement” shall mean that certain EZ Development Agreement

dated as of __________, 2018 among the City, the Issuer and the Developer.

“Gulch Enterprise Zone” shall have the meaning assigned to such term in the Indenture.

“Herein”, “hereby”, “hereunder”, “hereof”, “hereinabove” and “hereinafter” and

other equivalent words refer to this Intergovernmental Agreement and not solely to the particular
portion hereof in which any such word is used.

“Indenture” means the Master Indenture, as amended by any Supplemental Indentures.

“Intergovernmental Agreement” means this Intergovernmental Agreement as it now

exists and as it may hereafter be amended.

“Intergovernmental Payments” means the City’s payments made to the Issuer (or to the
Trustee, on behalf of the Issuer) pursuant to this Intergovernmental Agreement from the proceeds
of the Enterprise Zone Infrastructure Fees collected by or on behalf the City in the Gulch
Enterprise Zone, net of any reasonable administrative fees not to exceed [$________] actually
paid to the entity collecting such Enterprise Zone Infrastructure Fees.

“Issuer” means the Downtown Development Authority of the City of Atlanta, a public
body corporate and politic of the State of Georgia duly created and existing pursuant to the Act,
and its successors and assigns.

“Master Draw-Down EZ Bond” shall mean the Master Draw-Down Infrastructure Fee
Revenue Bond (Gulch Enterprise Zone Project) issuable in the Maximum Authorized Amount.

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 “Master Indenture” means the Master Indenture of Trust, dated as of __________ 1,
2018 between the Issuer and Trustee.

“Maximum Authorized Amount” shall have the meaning set forth in the Indenture.

“Project” shall have the meaning set forth in the Indenture.

“Public Purpose Initiatives” shall have the meaning assigned to such term in the EZ
Development Agreement.

“Reimbursable Project Costs” shall have the meaning assigned to such term in the
Indenture.

“Revenue Bond Law” means Article 3 of Chapter 82 of Title 36 of the Official Code of
Georgia Annotated Section 36-82-60, et seq., as amended.

“Redevelopment Powers Law” means Chapter 44 of Title 36 of the Official Code of

Georgia, as amended.

“Series EZ Bonds” shall mean a series of bonds issued under the Master Indenture to
evidence an Advance of all or a portion of the purchase price of the Master Draw-Down EZ
Bond.

“Supplemental Indenture” shall have the meaning set forth in the Indenture.

“Trustee” means Regions Bank, or any co-trustee or any successor or assignee, under
the Indenture.

ARTICLE II

REPRESENTATIONS

Section 2.1. Representations by the Issuer. The Issuer makes the following
representations as the basis for the undertakings on its part herein contained:

(a) The Issuer is a public body corporate and politic duly created and validly
existing under the law of the State including the Act. This Issuer has all of the requisite power
and authority under the Act and the laws of the State to (i) issue Bonds to finance or refinance
the costs of the Project, (ii) provide the services and facilities provided for in this
Intergovernmental Agreement, (iii) enter into and perform its obligations under, and exercise its
rights under this Intergovernmental Agreement, the Indenture, the Draw-Down Bond Purchase
Agreement and the EZ Development Agreement, (iv) cause the Developer to develop the Project
as provided in the EZ Development Agreement and (v) enter into the transactions contemplated
by this Intergovernmental Agreement. The Issuer has further been duly authorized to execute
and deliver this Intergovernmental Agreement, and will do or cause to be done all things
necessary to preserve and keep in full force and effect its status and existence as a body
corporate and politic of the State;

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 (b) This Intergovernmental Agreement has been duly executed and delivered
by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable in
accordance with its terms, except as enforcement may be limited by the application of equitable
principles;

(c) The Issuer was created by the Act and the Activating Resolution for the
purpose, among other things, of revitalizing and redeveloping the central business district of the
City and promoting and furthering the public purpose of developing trade, commerce, industry
and employment opportunities, and the Act empowers the Issuer to issue its revenue bonds in
accordance with the applicable provisions of the Revenue Bond Law for the purpose of financing
or refinancing, among other things, any “project” (as defined in the Act) in furtherance of the
public purpose for which it was created, and empowers the Issuer to exercise any power granted
by the laws of the State to public or private corporations not in conflict with the public purposes
specified in the Act;

(d) Section 36-42-3(6) of the Act defines “projects” to include the acquisition,
construction, installation, modification, renovation or rehabilitation of land, interests in land,
buildings, structures, facilities or other improvements located or to be located within the
downtown development area and the acquisition, installation, modification, renovation,
rehabilitation or furnishing of fixtures, machinery, equipment, furniture or other property of any
nature whatsoever used on, in, or in connection with any such land, interest in land, building,
structure, facility or other improvement or any other undertaking authorized in the
Redevelopment Power Law when the Issuer has been designated as a “redevelopment agent,” all
for the essential public purpose of the development of trade, commerce, industry and
employment opportunities. The Issuer has been designated as a “redevelopment agent” for
purposes of the Project and the Project, constitutes a “project” within the meaning of the Act;

(e) The Redevelopment Powers Law authorizes the City and Issuer, as its
agent, in partnership with private enterprise, to cause designated redevelopment areas to be
redeveloped, through, among other things, the construction of any building or other facility for
use in any business, commercial, industrial, governmental, educational, charitable or social
activity, the construction, reconstruction, renovation, rehabilitation, remodeling, repair,
demolition, alteration, or expansion of public works or other public facilities necessary or
incidental to the provision of governmental services and the preservation, protection, renovation,
improvement, maintenance and creation of open spaces, green spaces and recreational facilities;

(f) The acquisition, development, construction, installation, equipping and

funding of the Project, the issuance and sale of the Bonds, the execution and delivery of this
Intergovernmental Agreement, the EZ Development Agreement and the Indenture, and the
performance of all covenants and agreements of the Issuer contained in this Intergovernmental
Agreement, the EZ Development Agreement and in the Indenture and of all other acts and things
required under the Constitution and laws of the State to make this Intergovernmental Agreement
a valid and binding obligation of the Issuer, in accordance with its terms, are authorized by law
and have been duly authorized by proceedings of the Issuer adopted at public meetings thereof
duly and lawfully called and held;

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 (g) There is no litigation or proceeding pending, or to the knowledge of the
Issuer threatened, against the Issuer or against any person having a material adverse effect on the
right of the Issuer to execute this Intergovernmental Agreement or the ability of the Issuer to
comply with any of its obligations under this Intergovernmental Agreement; and

(h) Neither this Intergovernmental Agreement nor any of the payments or

amounts to be received by the Issuer hereunder have been or will be assigned, pledged, or
hypothecated in any manner or for any purpose or have been or will be the subject of a grant of a
security interest by the Issuer other than as provided herein and in the Indenture.

Section 2.2. Representations and Warranties by the City. The City makes the
following representations and warranties as the basis for the undertakings on its part herein
contained:

(a) The City is a municipal corporation and a political subdivision under the
laws of the State having power to enter into and execute and deliver this Intergovernmental
Agreement and the EZ Development Agreement and, by proper action of its governing body, has
authorized the execution and delivery of this Intergovernmental Agreement, the EZ Development
Agreement and the taking of any and all such actions as may be required on its part to carry out,
give effect to, and consummate the transactions contemplated by this Intergovernmental
Agreement and the EZ Development Agreement, and no approval, referendum or other action by
any governmental authority, agency, or other person or persons is required in connection with the
delivery and performance of this Intergovernmental Agreement and the EZ Development
Agreement by it except as shall have been obtained as of the date hereof;

(b) This Intergovernmental Agreement and the EZ Development Agreement

have been duly executed and delivered by the City and constitute the legal, valid, and binding
obligations of the City, enforceable in accordance with their terms, except as enforcement may
be limited by the application of equitable principles;

(c) The Gulch Enterprise Zone created by the City was duly designated as an
enterprise zone pursuant to Section 36-88-6(g)(1) of the Enterprise Zone Employment Act as an
area (i) included in an urban redevelopment area as defined by O.C.G.A § 36-61-2(23) and (ii)
containing within its borders the site for a redevelopment project having a minimum of
$400,000,000 in capital investment for the redevelopment of an area certified by the
Commissioner of the Department of Community Affairs to have been chronically
underdeveloped for a period of 20 years or more;

(d) The City used the Project to qualify the Gulch Enterprise Zone as an area
qualifying for an exemption of certain sales and use taxes levied within the boundaries of such
project, and authorized the assessment and collection of Enterprise Zone Infrastructure Fees from
each retailer operating within the boundaries of the Project in an amount not to exceed, in
aggregate, the amount of sales and use tax on transactions of such retailer exempted under
O.C.G.A. § 36-88-6(g)(2), which fees shall be pledged by the City, directly or indirectly, as
security for its payment obligations to the Issuer hereunder;

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 (e) The City Council of the City duly adopted Ordinance No. 17-O-1737 on
November 20, 2017, as approved by the Mayor of the City on November 29, 2017, creating the
City of Atlanta Gulch Enterprise Zone within Atlanta Urban Redevelopment Area No. 1,
exempting sales transactions within the boundaries of such area from certain sales and use taxes,
and assessing enterprise zone infrastructure fees on retailers exempted from sales and use taxes
pursuant to O.C.G.A. § 36-88-6(g);

(f) The Gulch Enterprise Zone is located within the “downtown development
area,” as defined in the Act, and also located within the “Westside Tax Allocation District – No.
1” established by the City pursuant to the Redevelopment Powers Law;

(g) The authorization, execution, delivery, and performance by the City of this
Intergovernmental Agreement and the EZ Development Agreement and compliance by the City
with the provisions hereof and thereof do not and will not violate the laws of the State relating to
the City or constitute a breach of or a default under, any other law, court order, administrative
regulation, or legal decree, or any agreement, or other instrument to which it is a party or by
which it is bound; and

(h) There is no litigation or proceeding pending, or to the knowledge of the

City threatened, against the City or any other person having a material adverse effect on the right
of the City to execute this Intergovernmental Agreement or the EZ Development Agreement or
the ability of the City to comply with any of its obligations under this Intergovernmental
Agreement or the EZ Development Agreement.

ARTICLE III

ISSUANCE OF THE BONDS; APPLICATION OF BOND PROCEEDS

Section 3.1. Agreement to Issue Bonds; Application of Bond Proceeds. The Issuer
agrees that it will cause the Bonds to be issued and delivered, and will cause, simultaneously
with the issuance and delivery of the Bonds, the proceeds of the Bonds to be applied so as to
provide for the financing or refinancing, from time to time, of the Project or Phases of the Project
as specified in the Indenture and the EZ Development Agreement.

Section 3.2. Reporting Requirements of the Issuer. The Issuer shall undertake to
obtain and provide to the City:

(a) Periodic reports on the payment and collection of Enterprise Zone

Infrastructure Fees by retailers operating within the Gulch Enterprise Zone.

(b) Reports that it receives from the Developer or the DDA Project
Verification Agent with respect to the Workforce/Affordable Housing Requirements and Spring
Street Workforce/Affordable Housing Requirement set forth in the EZ Development Agreement.

(c) Funding Notices and Requisitions (as defined in the Indenture) that it
receives from the Developer pursuant to the EZ Development Agreement, upon request.

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 (d) Reports that it receives from any DDA Project Verification Agent in
connection with the review and verification of Reimbursable Project Costs and associated
Funding Notices and Requisitions under the EZ Development Agreement, upon request.

(e) Reports that it receives from the Developer or the DDA Project
Verification Agent relating to the EBO Plan pursuant to the EZ Development Agreement, upon
request.

(f) Periodic reports on the attainment of the Development Benchmarks set

forth in the EZ Development Agreement, upon request.

(g) Periodic reports on the attainment of the Public Purpose Initiatives, upon
request.

ARTICLE IV

EFFECTIVE DATE OF THIS INTERGOVERNMENTAL AGREEMENT; DURATION

OF INTERGOVERNMENTAL AGREEMENT TERM; PAYMENT PROVISIONS

Section 4.1. Effective Date of this Intergovernmental Agreement; Duration of

Intergovernmental Agreement Term. This Intergovernmental Agreement shall become
effective upon its execution and delivery and, subject to the other provisions of this
Intergovernmental Agreement, shall expire on the date on which Payment in Full of the Bonds
(as defined in the Indenture) has occurred. Upon such expiration, if all other financial
obligations of the parties hereto have been paid, the City shall be relieved of any further
payments hereunder; provided, however, that the covenants and obligations expressed herein to
so survive shall survive the termination of this Intergovernmental Agreement, but in no event
shall the term of this Intergovernmental Agreement exceed fifty (50) years.

Section 4.2. Payments. Subject to the terms and conditions set forth below in
Section 4.7, the City hereby acknowledges the direction of the Issuer set forth in Section 7.01 of
the Indenture, and hereby covenants to pay or cause to be paid Intergovernmental Payments to
the Trustee for the account of the Issuer for (i) the payment of the principal of, redemption
premium (if any) and interest on the Bonds, and (ii) the payment of amounts necessary to restore
any and all funds established under the Indenture to their required levels, including the Rebate
Fund established thereunder. In furtherance of this obligation to provide for Intergovernmental
Payments to the Issuer, the City agrees that on or before the 15th day of each calendar month (or
the next Business Day if such day is not a Business Day), commencing on __________ 15,
20___, until the later of ____________, 20___ or the Payment in Full of the Bonds (as defined in
the Indenture), the City shall pay or cause to be paid to the Issuer, by payment directly to the
Trustee, in immediately available funds, the proceeds of the Enterprise Zone Infrastructure Fees
collected by or on behalf the City in the Gulch Enterprise Zone, net of any reasonable
administrative fees not to exceed [$_____] actually paid to the entity collecting such Enterprise
Zone Infrastructure Fees.

Section 4.3. Payments Upon Payment in Full of Bonds. If (a) the amounts held by
the Trustee in the Interest Accounts or the Principal Accounts in the Sinking Fund established

7
under the Indenture should be sufficient to pay, at the times required, the total principal of,
redemption premium (if any) and interest on all Bonds then remaining unpaid, and (b) either (i)
the Bonds have been issued in the Maximum Authorized Amount or (ii) the Issuer has
determined that all Reimbursable Project Costs have been paid, then the City shall not be
obligated to make any further Intergovernmental Payments to the Trustee, but shall instead pay
or cause such amounts to be paid to the Issuer for purposes authorized by the Enterprise Zone
Employment Act.

Section 4.4. Place of Payments. The Intergovernmental Payments shall be paid

directly to the Trustee for the account of the Issuer and will be deposited in the Revenue Fund
established under the Indenture.

Section 4.5. Obligations of City Hereunder Absolute and Unconditional. The

obligations of the City to make the full amount of Intergovernmental Payments and to perform
and observe the other agreements on its part contained herein shall be absolute and
unconditional. Until the termination of this Agreement in accordance with Section 4.1 hereof,
the City (a) will not suspend or discontinue any payments provided for in Section 4.2 hereof
except to the extent the same have been prepaid, (b) will perform and observe all of its other
agreements contained in this Intergovernmental Agreement and (c) will not terminate this
Intergovernmental Agreement for any cause, including, without limiting the generality of the
foregoing, failure to complete the construction of the Project, any acts or circumstances that may
constitute failure of consideration, eviction or constructive eviction, destruction of or damage to
the Project, commercial frustration of purpose, any change in the tax or other laws of the United
States of America or of the State or any political subdivision of either or any failure of the Issuer
to perform and observe any agreement, whether express or implied, or any duty, liability or
obligation arising out of or connected with this Intergovernmental Agreement or the Indenture.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE

OBLIGATION OF THE CITY TO MAKE INTERGOVERNMENTAL PAYMENTS DUE
HEREUNDER SHALL BE A SPECIAL LIMITED OBLIGATION, LIMITED SOLELY TO
THE NET PROCEEDS OF THE ENTERPRISE ZONE INFRASTRUCTURE FEES
COLLECTED BY OR ON BEHALF THE CITY IN THE GULCH ENTERPRISE ZONE, AS
PROVIDED HEREIN. THE CITY HAS NOT PLEDGED ITS FULL FAITH AND CREDIT,
NOR ITS TAXING POWER TO THE REPAYMENT OF ITS OBLIGATIONS HEREUNDER.
Each party hereto reserves, and shall retain, all rights and remedies it may have for breach of any
representation, warranty or covenant or defaults in the performance or payment of any obligation
owed hereunder provided such rights and remedies are pursued as independent causes of action
in separate proceedings.

Section 4.6. Prior Lien of Bonds. The City and the Issuer will not hereafter issue any
other bonds or incur any obligations of any kind or nature payable from or enjoying a lien on the
Intergovernmental Payments, the Enterprise Zone Infrastructure Fees or the Trust Estate other
than the lien created in the Indenture for the payment of the Bonds.

Section 4.7. Limitation on Liens on Intergovernmental Payments. The City and the
Issuer will not create, permit or suffer to exist, and will defend against and take such other
actions as are necessary to remove any lien on the Intergovernmental Payments, the Enterprise

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Zone Infrastructure Fees or the Trust Estate other than the lien created in the Indenture for the
payment of the Bonds, and will defend the right, title and interest of the Trustee in and to the
Intergovernmental Payments and the Enterprise Zone Infrastructure Fees against the claims and
demands of all other persons whomsoever.

Section 4.8. Limited Liability. The financial liability of the Issuer for failure to
perform any of its obligations under this Intergovernmental Agreement shall be limited to the
Issuer’s interest in the Intergovernmental Payments it receives. The financial liability of the City
for failure to perform any of its obligations under this Intergovernmental Agreement shall be
limited to the City’s Enterprise Zone Infrastructure Fee collections in the Gulch Enterprise Zone.
No official, director, member, officer, employee or agent of the Issuer or the City, including the
persons executing this Intergovernmental Agreement, shall be liable personally hereunder or for
any reason relating to the issuance of the Bonds. No recourse shall be held against any official,
director, member, officer, employee or agent, past, present or future, of the Issuer or the City for
the payment of the principal of or the interest on the Bonds, or for any claim based therein, or
otherwise in respect thereof, or based on or in respect of this Intergovernmental Agreement, any
obligation, covenant or agreement contained herein or any amendment hereto, or any successor
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment penalty or otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issuance of the Bonds, expressly waived and released.

ARTICLE V

INSURANCE, DAMAGE, DESTRUCTION AND CONDEMNATION

Section 5.1. No City or Issuer Responsibility. Neither the City nor the Issuer shall
have any responsibility for maintenance of, or maintenance of insurance upon, the Project;
provided, however, for the avoidance of doubt, that the City shall continue to maintain any
public infrastructure that is not part of the Project.

ARTICLE VI

SPECIAL COVENANTS AND REPRESENTATIONS

Section 6.1. Further Assurances and Corrective Instruments, Recordings and

Filings. The Issuer and the City agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and
such further instruments as may reasonably be necessary for carrying out the intention of or
facilitating the performance of this Intergovernmental Agreement.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1. Events of Default Defined. The following shall be “events of default”
under this Intergovernmental Agreement and the terms “event of default” or “default” shall

9
mean, whenever they are used in this Intergovernmental Agreement, any one or more of the
following events:

(a) Failure by the City to make Intergovernmental Payments from Enterprise

Zone Infrastructure Fees received by the City which are required to be paid to the Trustee under
Section 4.2 hereof at the times specified therein;

(b) Failure by the City to observe and perform any covenant, condition or
agreement of this Intergovernmental Agreement on its part to be observed or performed, other
than as referred to in subsection (a) of this section, for a period of thirty (30) days after written
notice, specifying such failure and requesting that it be remedied, shall have been given to the
City by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an
extension of such time prior to its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the period specified herein, the Issuer and the Trustee will not
unreasonably withhold their consent to an extension of such time if it is possible to correct such
failure and corrective action is instituted by the City within the applicable period and diligently
pursued until the default is corrected; and

(c) An “Event of Default” shall have occurred under the Indenture.

Section 7.2. Remedies on Default. Whenever any event of default referred to in

Section 7.1 hereof shall have happened and be subsisting, the Issuer, or the Trustee, as provided
in the Indenture, may take any one or more of the following remedial steps:

(a) The Issuer or the Trustee may require the City to furnish copies of all
books and records of the City pertaining to the Enterprise Zone Infrastructure Fees;

(b) The Issuer or the Trustee may take whatever action at law or in equity may
appear necessary or desirable to collect the Enterprise Zone Infrastructure Fees then due and
thereafter to become due, or to enforce performance and observance of any obligation,
agreement or covenant of the City under this Intergovernmental Agreement; and

(c) The Bondholders, the Issuer or the Trustee on behalf of the Bondholders,
may exercise any remedies provided for in the Indenture in accordance with the applicable
provisions of the Indenture.

Any amounts collected pursuant to action taken under this section shall be paid into the Revenue
Fund created under the Indenture and applied in accordance with the provisions of the Indenture.

Section 7.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to

the Issuer or the Trustee 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 Intergovernmental Agreement or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any right or power accruing upon the
occurrence of any event of default shall impair any such right or power or shall be construed to
be a waiver thereof, 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 Issuer or the Trustee to exercise any
remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such

10
notice or notices as may be herein expressly required. Such rights and remedies as are given to
the Issuer hereunder shall also extend to the Trustee and the Bondholders. The Bondholders
shall be deemed third party beneficiaries of all covenants and agreements herein contained.

Section 7.4. No Additional Waiver Implied by One. If any agreement contained in

this Intergovernmental Agreement should be breached by either party and thereafter waived by
the other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.

Section 7.5. Waiver of Appraisement, Valuation, Etc. If the City should default
under any of the provisions of this Intergovernmental Agreement, the City agrees to waive, to the
extent it may lawfully do so, the benefit of all appraisement valuation, stay, extension or
redemption laws now or hereafter in force, and all right of appraisement and redemption to
which it may be entitled.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Notices. All notices and other communications required or contemplated
hereunder will be in writing and will be (a) mailed by first-class mail, postage prepaid certified
or registered with return receipt requested, or delivered by a reputable independent courier
service, and will be deemed given two (2) business days after being deposited in an official U.S.
mail depository (if mailed) or when received at the addresses of the parties set forth below (if
couriered), or at such other address furnished in writing to the other parties or (b) sent by
electronic mail and will be deemed given upon telephonic confirmation of receipt from the
party’s principal addressee:

(a) If to the Issuer - Downtown Development Authority of the City of

Atlanta, c/o Invest Atlanta
133 Peachtree Street NE
Suite 2900
Atlanta, Georgia 30303
Attention: Dr. Eloisa Klementich, President and
CEO
E-mail: [email protected]

with a copy to - Invest Atlanta

133 Peachtree Street, NE
Suite 2900
Atlanta, Georgia 30303
Attention: Rosalind Rubens Newell, Esq., General
Counsel
E-mail: [email protected]

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 with a copy to - Hunton Andrews Kurth LLP
Bank of America Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
Attention: Douglass P. Selby, Esq.
E-mail: [email protected]

(b) If to the City - City of Atlanta

Finance Department
68 Mitchell Street, Suite 11100
Atlanta, Georgia 30303
Attention: Roosevelt Council, Jr., Chief Financial
Officer
Email: [email protected]

with a copy to - City of Atlanta, Georgia

Law Department
55 Trinity Avenue, Suite 5000
Atlanta, Georgia 30303
Attention: Nina R. Hickson, Esq., City Attorney
E-mail: [email protected]

(c) If to the Trustee - Regions Bank

1180 West Peachtree Street, Suite 1200
Atlanta, Georgia 30309
Attention: Corporate Trust; Mary Willis
E-mail: [email protected]

A duplicate copy of each notice, certificate, report or other communication given

hereunder by any of the Issuer, the City or the Trustee to any one of the others shall also be given
to all of the others and the Issuer, the City and the Trustee may, by notice given hereunder,
designate any further or different addresses to which subsequent notices, certificates or other
communications shall be sent. Notwithstanding any provision of this Intergovernmental
Agreement to the contrary, whenever a specified number of days is required with respect to any
notice such number of days can be reduced upon the agreement of the City, the Issuer and the
Trustee.

Section 8.2. Binding Effect. This Intergovernmental Agreement shall inure to the
benefit of and shall be binding upon the Issuer, the City and their respective successors and
assigns, subject, however, to the limitations contained in this Intergovernmental Agreement.

Section 8.3. Severability. If any provision of this Intergovernmental 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.

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 Section 8.4. Entire Contract. This Intergovernmental Agreement contains the entire
contract between the Issuer and the City relating to matters covered by this Intergovernmental
Agreement.

Section 8.5. Amendments. This Intergovernmental Agreement may be amended with

the written consent of the Trustee, but without the consent of the Bondholders as set forth in
Section 13.04 of the Indenture. All other amendments or waivers shall require the consent of the
Bondholders in accordance with Section 13.05 of the Indenture. Notwithstanding the foregoing,
this Intergovernmental Agreement shall not be amended or any provision hereof waived if such
amendment or waiver reduces or changes the time of payment of the Intergovernmental
Payments or reduces the term of this Intergovernmental Agreement or changes the City’s
obligations under Article 4 of this Intergovernmental Agreement.

Section 8.6. Execution in Counterparts. This Intergovernmental Agreement may be

simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

Section 8.7. Captions. The captions and headings in this Intergovernmental

Agreement are for convenience only and in no way define, limit or describe the scope or intent of
any provisions of this Intergovernmental Agreement.

Section 8.8. Law Governing Construction of Agreement. This Intergovernmental

Agreement shall be governed by, and construed in accordance with, the laws of the State of
Georgia.

Section 8.9. Beneficiary. The Issuer’s rights hereunder have been assigned to the
Trustee for the benefit of the holders of the Bonds and it is agreed that, upon an Event of Default
hereunder, the Trustee may exercise all rights and remedies at law or in equity to enforce the
provisions hereof, including specifically, without limitation, Sections 4.2 and 4.5. The
Bondholders are third-party beneficiaries of this Intergovernmental Agreement, and may enforce
the terms and provisions hereof. There are no other third-party beneficiaries.

Section 8.10. Time is of the Essence. Time is of the essence of this Intergovernmental
Agreement.

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 IN WITNESS WHEREOF, the Issuer and the City have caused this Intergovernmental
Agreement to be executed in their respective corporate names and their respective corporate
seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first
above written.

DOWNTOWN DEVELOPMENT AUTHORITY

OF THE CITY OF ATLANTA

By:
President and Chief Executive Officer

Attest:

Assistant Secretary

(SEAL)

(Signature Page to Intergovernmental Agreement)

 CITY OF ATLANTA

By:
Mayor

Attest:

Municipal Clerk

(SEAL)

Approved as to Form:

By:
City Attorney

(Signature Page to Intergovernmental Agreement)