9814-07 Approving the Lease for certain Public Improvements

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if payment is not yet due and payable and (e) such minor defects, irregularities, encumbrances, easements, rights-of--way and clouds on title as do not, in the opinion of the Trustee, materially impair the Authority's title or Lessee's use of the Project. "Project" means the real estate (including all right-of-way easements contained therein) in St. Joseph County, Indiana, and the local public improvements to be completed thereon by the Authority or its agent according to the plans and specifications prepared by its consultants, all as described in Exhibit B hereto. The above mentioned plans and specifications may be changed and additional construction work may be performed and improvements may be purchased by the Authority, but only with the approval of the Lessee, and only if such changes or modifications or additional construction work or improvements do not alter the character of the Project or reduce the value thereof. Any such additional construction work or additional improvements shall be part of the property covered by this Lease. The above-mentioned plans and specifications have been filed with and approved by the Lessee. "Redevelopment District Bond Fund" means the Redevelopment District Bond Fund of Lessee authorized by Indiana Code 36-7-14-27 and the Lease Resolution. "Trust Agreement" means the Trust Agreement dated as of , 2007, between the Authority and the Trustee, securing the Bonds. "Trustee" means the financial institution selected to serve as trustee pursuant to the Trust Agreement, and any successor trustee. Any term not defined herein, which is defined in the Lease Resolution or in the Trust Agreement, shall have the meaning as defined in such resolution or agreement. Section 2. Lease of Project. hz consideration of the rentals and other terms and conditions herein specified the Authority does hereby lease, demise and let to the Lessee the Project: TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee for a term not to exceed Twenty-five (25) years, beginning on the date the Project is complete and ready for use and ending on the day prior to such date at most Twenty-five (25) years thereafter. However, the term of this Lease shall terminate at the earlier of (a) the exercise of the option to purchase by Lessee and payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations. The date the Project is complete and ready for use shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after such completion date and such endorsement shall be recorded as an addendum to this Lease. The Authority hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple or an insurable right-of--way easement subject only to Permitted Encumbrances, to the above-described real estate, and the Authority warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee. BDDBOI 4905105v1 - 2 -