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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41 may not lawfully continue to maintain such BSBY Bonds to such day, and (ii) if necessary to avoid such illegality, BSBY Rate Calculation Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” in each case until BSBY Rate Calculation Agent determines that it is no longer illegal for BSBY Rate Calculation Agent to determine or charge interest rates based upon BSBY or the BSBY Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the Bond Purchase and Covenant Agreement. Section 2.16. Benchmark Replacement Provisions. (a) Benchmark Replacement Setting.Benchmark Replacement. Notwithstanding anything to the contrary in this Indenture, the Bond, the Notes or any other Bond Document (and a Swap Agreement shall be deemed not to be a “Bond Document” for purposes of this Section 5.1)5, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, the Agreement, the Bonds, Notes or any other Bond Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” or clause (b) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, the Agreement, the Bonds, Notes or any other Bond Document. (ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Agreement, the Bonds, Notes or any other Bond Document. (iii) Notices; Standards for Decisions and Determinations. BSBY Rate Calculation Agent will promptly notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark 5 NTD: to be confirmed whether any swap in p lace.