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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73 The Remarketing Agent may be removed at any time by the Borrower, with the written consent of the Bank and the Confirming Bank, if any, (not to be withheld unreasonably), or by the Issuer, with the written consent of the Borrower, the Bank, and the Confirming Bank, if any. To effect such removal, the Borrower or the Issuer, as the case may be, shall give at least thirty (30) days ’ notice of such removal to the Issuer or the Borrower, as the case may be, the Remarketing Agent, the Bank, the Confirming Bank, if any, and the Trustee. Upon any resignation of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any moneys, Project Bonds and Beneficial Ownership Interests held by it in such capacity to its successor or, if there be no successor, to the Trustee. In the event that the Remarketing Agent shall resign or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and neither the Issuer nor the Borrower have appointed a successor Remarketing Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent until the appointment by the Issuer or the Borrower of a successor Remarketing Agent; provided, however, that the Trustee shall not remarket Project Bonds or Beneficial Ownership Interests or fix the interest rate or rates for the Project Bonds, but shall be required only to implement the purchase of Project Bonds and Beneficial Ownership Interests pursuant to a draw on the Letter of Credit or the Confirming Letter of Credit, if any, as provided for in Section 5.03 hereof. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the applicable Rating Service (if the Project Bonds have been rated) and to the registered Holders of the Project Bonds. Section 6.15. Remarketing of Project Bonds.No later than 3:00 p.m. local time at the designated corporate trust office of the Trustee on the sixth calendar day prior to each Bond Purchase Date or the next succeeding Business Day if such sixth day is not a Business Day while the Project Bonds bear interest at the Weekly Interest Rate, the Trustee shall give notice to the Remarketing Agent by telephone or telecopy, confirmed on the same day in writing, which states (i) the name and address of each Holder or Beneficial Owner, which has given notice of exercise of an option with respect to such Bond Purchase Date as provided in Section 2.04 hereof, and the principal amount of Project Bonds or Beneficial Ownership Interests to be tendered by such Holder or Beneficial Owner or deemed tendered by such Holder, and (ii) the aggregate principal amount of Project Bonds or Beneficial Ownership Interests which are deemed to be tendered pursuant to Sections 2.05 or 2.06 hereof. Additionally, no later than 1:00 p.m. local time at the designated corporate trust office of the Trustee on the eighth Business Day prior to each Bond Purchase Date upon which there is a mandatory tender of Project Bonds or Beneficial Ownership Interests pursuant to Section 2.06 hereof, the Trustee shall give notice to the Remarketing Agent by telephone, telecopy or in writing, which states the aggregate principal amount of Project Bonds with respect to which the Trustee has not received an election to retain pursuant to Section 2.06 hereof. Based upon such notices from the Trustee, the Remarketing Agent shall use its best efforts to sell all Project Bonds or Beneficial Ownership Interests, as applicable, tendered pursuant to