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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31 Project Bonds and Beneficial Ownership Interests shall be subject to mandatory purchase, subject to the right of each Holder or Beneficial Owner to affirmatively elect to waive the mandatory tender for purchase and retain its Project Bonds or Beneficial Ownership Interests. The Trustee shall send a copy of such notice to the Remarketing Agent. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain its Project Bonds or Beneficial Ownership Interests by delivering to the Trustee a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the eighth Business Day prior to such Bond Purchase Date, which notice shall state that (a) such Holder or Beneficial Owner has received notice of and realizes that the Bank is delivering an Alternate Confirming Letter of Credit to the Trustee, (b) such Holder or Beneficial Owner affirmatively elects to retain its Project Bonds or Beneficial Ownership Interests, and (c) such Holder or Beneficial Owner acknowledges that any rating on the Project Bonds may be reduced or withdrawn upon the delivery of an Alternate Confirming Letter of Credit. If the Trustee is required to draw on a Confirming Letter of Credit in connection with the mandatory tender of the Bonds in connection with the delivery to the Trustee of an Alternate Confirming Letter of C redit, such draw shall be made by the Trustee on the existing Confirming Letter of Credit and not on the Alternate Confirming Letter of Credit. (c) Project Bonds or Beneficial Ownership Interests with respect to which the Trustee shall not have received the election required by the preceding paragraphs (b) or (c) shall be deemed to have been tendered for purposes of this Section 2.06 whether or not the Holders shall have delivered such Project Bonds to the Trustee and without further action by the Beneficial Owners with regard to Beneficial Ownership Interests. Subject to the right of the Holders or Beneficial Owners of such Project Bonds or Beneficial Ownership Interests to receive the purchase price of such Project Bonds or Beneficial Ownership Interests and interest accrued thereon to the Bond Purchase Date (and subject to the conditions set forth in Section 3.07 hereof), such Project Bonds or Beneficial Ownership Interests shall be null and void and the Trustee shall authenticate and deliver new Project Bonds in replacement thereof, or new Beneficial Ownership Interests shall be recorded on the records of the Depository, pursuant to the remarketing of such Project Bonds or Beneficial Ownership Interests or the pledge of such Project Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Project Bonds or Beneficial Ownership Interests as described in Section 6.16 hereof. Section 2.07. Mandatory Tender Upon Expiration of the Letter of Credit and the Confirming Letter of Credit, If Any. The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Interest Payment Date which next precedes the Letter of Credit Termination Date by at least two days (the “Mandatory Bond Purchase Date”), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date unless, at least 45 days prior to any such Mandatory Bond Purchase Date, (i) the Bank with respect to each Letter of Credit Termination Date pertaining to the Letter of Credit, (ii) the Confirming Bank with respect to each Letter of Credit Termination Date pertaining to the Confirming Letter of Credit, shall have agreed to an extension or further extension of such Letter of Credit Termination Date to a date not earlier than one year from the Letter of Credit Termination Date being extended. The mandatory tender of the Bonds or Beneficial Ownership Interests upon expiration of the Letter of Credit or the Confirming Letter of