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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26 While the Project Bonds are in the BSBY Rate Mode, the book-entry system shall be suspended and the Project Bonds shall be registered directly in the name of the Initial BSBY Rate Bond Purchaser. If any Depository determines not to continue to act as a Depository for the Project Bonds held in a book-entry system, the Issuer may attempt to have established a securities depository/book-entry system relationship with another Depository under this Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the Beneficial Owners by appropriate notice to the then Depository, shall permit withdrawal of the Project Bonds from the Depository and shall authenticate and deliver Project Bond certificates in fully registered form to the assignees of the Depository or its nominee or to the Beneficial Owners. Such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing or otherwise preparing and delivering such replacement Project Bonds), if the event is not the result of Issuer action or inaction, of those persons requesting such authentication and delivery. Such replacement Project Bonds shall be in the denominations specified in the first paragraph of this Section 2.02, with a minimum denomination of $100,000. Section 2.03. Maturity and Interest.The Project Bonds shall bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided for, from their date of initial delivery, payable on each Interest Payment Date. The Project Bonds shall bear interest at a Variable Rate, a BSBY Rate or the Fixed Rate all as more specifically set forth hereinafter. All Project Bonds shall bear interest in the same Interest Rate Mode at all times. The Project Bonds shall mature on April 1, 2033, subject to prior redemption as set forth in Section 4.01 hereof. From , the interest rate on the Project Bonds shall be ___% (being the BSBY Rate determined by the Initial BSBY Rate Bond Purchaser as of , 2022). Thereafter, during the Initial BSBY Rate Period, the Bonds shall bear interest at the BSBY Rate determined as herein provided. On any Interest Period Reset Date, the interest rate or rates on the Project Bonds may be converted from one Interest Rate Mode to another Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a written direction from the Borrower, given on behalf of the Issuer, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate or rates on the Project Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect. Such direction to convert the interest rate or rates on the Project Bonds shall be accompanied by (a) an opinion of Bond Counsel selected by the Borrower delivered to the Issuer, the Trustee, the Bank, and the Confirming Bank, if any, and the Remarketing Agent, stating that such conversion to the specified Interest Rate Mode will not adversely affect the exclusion of the interest on the Project Bonds from gross income for federal income tax purposes, (b) a written certificate of the Remarketing Agent stating that the interest coverage period provided by the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is appropriate for the Interest Rate Mode directed to be in effect and that the termination date of the Letter of Credit, if any, and the Confirming Letter of Credit, if any, is no earlier than 15 days after the First Optional Redemption Date, and (c) a written certificate of the Remarketing Agent stating that it has received certifications, opinions or other evidence satisfactory to it that there has been or will be compliance with any applicable state or federal securities law requirements. If the Project Bonds bear interest at the