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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39 During any BSBY Rate Period other than the Initial BSBY Rate Period, the Bonds may be subject to such other terms and provisions as shall be set forth in the Bond Purchase and Covenants Agreement (if any) entered into in connection with the purchase of such Bonds, and which shall be incorporated herein by a Supplemental Indenture; provided, however, that, in connection therewith, there shall be delivered to the Issuer and the Trustee a Favorable Opinion of Bond Counsel. Section 2.14. Mandatory Tender While the Bonds are in the BSBY Rate Mode. (a) The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Business Day next succeeding the last day of each BSBY Rate Period (subject, however, to the right of the Initial BSBY Rate Bond Purchaser to waive such mandatory tender during the Initial BSBY Rate Period), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Mandatory Bond Purchase Date pursuant to this Section 2.14(a), the Trustee shall notify all Holders by first- class mail of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date. (b) Notwithstanding the foregoing, during the Initial BSBY Rate Period, the Bonds shall not be subject to mandatory tender for purchase pursuant to Section 2.14(a) above, if, not later than 180 days prior to the last day of the Initial BSBY Rate Period, the Initial BSBY Rate Bond Purchaser shall provide written notice to the Trustee and the Borrower irrevocably electing to waive the mandatory tender of the Bonds on the applicable tender date. In the event that the Initial BSBY Rate Bond Purchaser invokes the provisions of this paragraph to waive any mandatory tender of the Bonds pursuant to Section 2.14(a) above, the Initial BSBY Rate Termination Date then shall be extended for a period of five years, continuing until the first Business Day of January in the fifth succeeding calendar year thereafter, at which point the Bonds shall be subject to mandatory tender for purchase pursuant to clause 2.14(a) above on such extended Ini tial BSBY Rate Period Termination Date. The right of the Initial BSBY Rate Bond Purchaser to waive the mandatory tender of the Bonds pursuant to Section 2.14(a) above in accordance with this paragraph shall apply similarly with respect to each extended Initial BSBY Rate Period Termination Date, in each case extending the Initial BSBY Rate Period for an additional five year period. Section 2.15. Miscellaneous BSBY Loan Terms. (a) Inability to Determine Rates. Subject to Section 2.16(a) of this Indenture, titled “Benchmark Replacement Setting”, if, on or prior to the first day of any Interest Period for BSBY Bonds: (i) BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof; or