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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35 (h) A written opinion of counsel to the Borrower to the effect that the amendments or supplements to each of the Agreement and any Additional Notes have been duly authorized, executed and delivered by the Borrower, and that the Agreement, as amended or supplemented, and any Additional Notes constitute legal, valid and binding obligations of the Borrower, in accordance with their respective terms, subject to exceptions reasonably satisfactory to the Trustee for bankruptcy, insolvency and similar laws and the application of equitable principles. (i) The written approval of the Bank to the issuance and delivery of the Additional Bonds. When (a) the documents listed above have been received by the Trustee, and (b) the Additional Bonds have been executed and authenticated, the Trustee shall deliver the Additional Bonds to or on the order of the purchaser thereof, but only upon payment to the Trustee of the specified amount (including without limitation, any accrued interest) set forth in the request and authorization to which reference is made in paragraph (e) above. Section 2.11. Provisions Relating to Confirming Letter of Credit and Confirming Bank. Notwithstanding any contrary provision of this Indenture, during any period in which both the Letter of Credit (or any Alternate Letter of Credit) and a Confirming Letter of Credit are in effect, upon any payment by the Confirming Bank to the Trustee under the terms of the Confirming Letter of Credit and until all amounts then due and owing to the Confirming Bank have been paid by the Bank, the Confirming Bank may elect, by giving written notice to the Issuer, the Trustee and the Borrower, to have the following provisions apply: (a) the Bank shall be deemed to have assigned to the Confirming Bank its rights under this Indenture as collateral security for the payment obligations of the Bank, and the Confirming Bank shall succeed to and be subrogated to the rights of the Bank under this Indenture as if the Bank were not in default under the Letter of Credit; (b) all references in this Indenture to the Bank (including all provisions granting rights to the Bank and all provisions relating to directions, consents or approvals by the Bank) shall be read to refer instead to the Confirming Bank; (c) all references in this Indenture to the Letter of Credit shall be read to refer instead to the Confirming Letter of Credit; and (d) any reference in this Indenture to the effect that a particular provision will apply or will not apply if the Bank shall be in default of its obligations under its Letter of Credit or a Bankruptcy Event has occurred with respect to the B ank will not be given effect without the consent of the Confirming Bank so long as the Confirming Bank is not in default of its obligations under the Confirming Letter of Credit and no Bankruptcy Event has occurred with respect to the Confirming Bank. Section 2.12. Surrender of the Letter of Credit or the Confirming Letter of Credit. Notwithstanding any contrary provision of this Indenture, the Trustee shall not surrender the Letter