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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28 Trustee, as applicable, shall be binding and conclusive upon the Borrower, the Bank and the Holders of the Project Bonds. Notwithstanding anything to the contrary in this Indenture, nothing in this Indenture shall require the Bank or the Confirming Bank to extend the Letter of Credit Termination Date or to increase the interest coverage provided in the Letter of Credit or the Confirming Letter of Credit, if any. Section 2.04. Tender Options.While the Project Bonds bear interest at the Weekly Interest Rate, each Holder and each Beneficial Owner shall have the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a “Bond Purchase Date”), all of the Project Bonds owned by such Holder or all Beneficial Ownership Interests owned by such Beneficial Owner, as applicable, or (in either case) such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Project Bond or Beneficial Ownership Interest shall be $100,000 or more in principal amount) as such Holder or Beneficial Owner, as applicable, may specify in accordance with the terms, conditions and limitations hereafter set forth. The purchase price of each such Project Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America and shall be paid in full on the applicable Bond Purchase Date. To exercise the option granted in this Section 2.04 hereof, the Holder or Beneficial Owner, as applicable shall: (i) give notice to the Trustee by telecopy or in writing which states (A) the name and address of the Holder or Beneficial Owner, as applicable, (B) the principal amount, CUSIP number and Bond numbers of the Project Bonds or Beneficial Ownership Interests to be purchased, (C) the date on which such Project Bonds or Beneficial Ownership Interests are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day and not later than the fifteenth (15th) day next succeeding the date of giving of such notice to the Trustee and, if the interest rate or rates on the Project Bonds is or are to be converted from the Weekly Interest Rate to the Fixed Interest Rate, is a date prior to the Interest Period Reset Date with respect to the Fixed Interest Rate, and (D) that such notice is irrevocable; (ii) in the case of a Beneficial Owner, provide the Trustee with evidence satisfactory to the Trustee of such Beneficial Owner’s Beneficial Ownership Interest; (iii) in the case of a Holder, no later than 10:00 a.m. according to the local time at the designated corporate trust office of the Trustee on the second Business Day immediately preceding the applicable Bond Purchase Date, deliver to the designated corporate trust office of the Trustee the Project Bonds to be purchased; and (iv) in the case of a Beneficial Owner, no later than 10:00 a.m. (according to the local time at the designated corporate trust office of the Trustee) on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s Beneficial Ownership Interest on the records of the Depository in accordance with the instructions of the Trustee. Any Project Bonds for which a notice of tender has been given by the Holder shall be deemed to be tendered for remarketing notwithstanding any failure of delivery of such Project Bonds to the Trustee. Subject to the right of such Holders to receive the purchase price of such Project Bonds and interest accrued thereon through the day preceding the applicable Bond Purchase Date (and subject to the conditions set forth in Section 3.07 hereof), such Project Bonds shall be null and void and the Trustee shall authenticate and deliver new Project Bonds in replacement thereof pursuant to the remarketing of such Project Bonds or the pledge of such Project Bonds to the Bank in lieu of remarketing such Project Bonds as described in Secti on 6.16