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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40 (ii) BSBY Rate Calculation Agent determines that for any reason in connection with any request for BSBY Bonds or a conversion thereto or a continuation thereof that the BSBY Rate for any requested Interest Period with respect to the BSBY Bonds does not adequately and fairly reflect the cost to BSBY Rate Calculation Agent of funding such bonds; (iii) BSBY Rate Calculation Agent will promptly so notify Borrower. Upon notice thereof by BSBY Rate Calculation Agent to Borrower, any right of Borrower to continue the BSBY Bonds or to convert Bonds to the BSBY Rate Mode shall be suspended (to the extent of the affected Interest Periods) until BSBY Rate Calculation Agent revokes such notice. Upon receipt of such notice, (i) Borrower may revoke any pending request for conversion to the BSBY Rate Mode or continuation of BSBY Bonds (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for a conversion to Bonds bearing interest at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected BSBY Bonds will be deemed to have been converted into Bonds bearing interest at the Alternate Base Rate at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant the provision in the Bond Purchase and Covenant Agreement titled “Compensation for Losses”. Subject to Section 2.16(a) of this Indenture, “Benchmark Replacement Setting”, if 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 on any given day, the interest rate on Bonds bearing interest at the Alternate Base Rate shall be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate” until BSBY Rate Calculation Agent revokes such determination. (a) Illegality. If BSBY Rate Calculation Agent determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for BSBY Rate Calculation Agent to make, maintain or fund Bonds whose interest is determined by reference to BSBY or the BSBY Rate, or to determine or charge interest rates based upon BSBY or the BSBY Rate, then, upon notice thereof by BSBY Rate Calculation Agent to Borrower, (a) any obligation of BSBY Rate Calculation Agent to make BSBY Bonds and any right of Borrower to continue BSBY Bonds or to convert Bonds in any other Interest Rate Mode to BSBY Bonds, shall be suspended, and (b) the interest rate on which Bonds bearing interest in an Interest Rate Mode other than BSBY Mode shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until BSBY Rate Calculation Agent notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from BSBY Rate Calculation Agent, redeem or, if applicable, convert all BSBY Bonds to Bonds bearing interest at the Alternate Base Rate (the interest rate on which Bonds bearing interest at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, BSBY Rate Calculation Agent may lawfully continue to maintain such BSBY Bonds to such day, or immediately, if BSBY Rate Calculation Agent