Bill No. 20-22 Amending Bond Ordinance_City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI_Genesis Project)

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25 Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project)”; shall be issuable, unless a Supplemental Indenture shall have been executed and delivered pursuant to Section 8.02(g) hereof, only in fully registered form, substantially as set forth in Exhibit A to this Indenture; shall be numbered in such manner as determined by the Trustee in order to distinguish each Project Bond from any other Project Bond; shall be in the denominations of $100,000 and any integral multiple of $5,000 in excess thereof; shall be subject to optional and mandatory redemption in the amounts, upon the conditions and at the times and prices set forth herein; and shall be dated as of the date or dates of their initial delivery. Upon any exchange or transfer and surrender of any Project Bond in accordance with the provisions hereof, the Issuer shall execute and the Trustee shall authenticate and deliver one or more new Project Bonds in exchange therefor as provided herein. The Project Bonds shall be originally issued only to a Depository to be held in a book-entry system and: (a) the Project Bonds shall be registered in the name of the Depository or its nominee, as Bondholder, and immobilized in the custody of the Depository; (b) unless otherwise requested by the Depository, there shall be a single Bond certificate for each Bond maturity; and (c) the Project Bonds shall not be transferable or exchangeable, except for transfer to another Depository or another nominee of a Depository, without further action by the Issuer as set forth in the next succeeding paragraph of this Section. While the Project Bonds are in book -entry only form, Project Bonds in the form of physical certificates shall only be delivered to the Depository. So long as a book-entry system is in effect for the Project Bonds, except as hereinafter provided with respect to Beneficial Ownership Interests, the Issuer and the Trustee shall recognize and treat the Depository, or its nominee, as the Holder of the Project Bonds for all purposes, including payment of Bond Service Charges, giving of notices and enforcement of remedies. The crediting of payments of Bond Service Charges on the Project Bonds and the transmittal of notices and other communications by the Depository to the Direct Participants in whose Depository account the Project Bonds are recorded, and such crediting and transmittal by Direct Participants to Indirect Participants or Beneficial Owners and by Indirect Participants to Beneficial Owners, are the respective responsibilities of the Depository and the Direct Participants and Indirect Participants and are not the responsibility of the Issuer or the Trustee; provided, however, that the Issuer and the Trustee understand that neither the Depository or its nominee shall provide any consent requested of Holders of Project Bonds pursuant to this Indenture, and that the Depository will mail an omnibus proxy (including a list identifying the Direct Participants) to the Issuer, which assigns the Depository’s, or its nominee’s, voting rights to the Direct Participants to whose accounts at the Depository the Project Bonds are credited as of the record date for mailing of requests for such consents. Upon receipt of such omnibus proxy, the Issuer shall promptly provide such omnibus proxy (including the list identifying the Direct Participants attached thereto) to the Trustee, who shall then treat such Direct Participants as Holders of the Project Bonds for purposes of obtaining any consents pursuant to the terms of this Indenture. As long as the Project Bonds are registered in the name of a Depository or its nominee, the Trustee agrees to comply with the terms and provisions of the Letter of Representations, including the provisions of the Letter of Representations with respect to any delivery of the Project Bonds to the Trustee, which provisions shall supersede the provisions of this Indenture with respect thereto.