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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74 Section 2.04, 2.05 or 2.06 for settlement on the applicable Bond Purchase Date. Any such sale shall be at a purchase price equal to 100% of the principal amount thereof, plus accrued interest thereon. The Remarketing Agent shall have the right to purchase any Project Bond and Beneficial Ownership Interest tendered or deemed tendered pursuant to Sections 2.04, 2.05 or 2.06 at 100% of the principal amount thereof and to thereafter sell such Project Bond or Beneficial Ownership Interest. Any such purchase shall constitute a remarketing hereunder. The Remarketing Agent shall not remarket or market any Project Bond or Beneficial Ownership Interest to the Issuer, the Borrower, any Person guaranteeing or otherwise providing a source of payment with respect to the Bonds (excluding the Bank and the Confirming Bank, if any) or any person which is an “insider” of the Issuer, the Borrower or any such guarantor within the meaning of the United States Bankruptcy Code. No later than (i) 2:00 p.m., New York City time, on the Business Day prior to each Bond Purchase Date during any period in which a Confirming Letter of Credit is in effect, and 9:30 a.m., New York City time, on each Bond Purchase Date during any period in which no Confirming Letter of Credit is in effect, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore received by the Remarketing Agent from the remarketing of Project Bonds and Beneficial Ownership Interests tendered for purchase on such Bond Purchase Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers of the remarketed or marketed Project Bonds and the Beneficial Ownership Interests to pay the purchase price plus accrued interest (if any) to the Trustee in immediately available funds. The proceeds from the remarketing and marketing of the Project Bonds and Beneficial Ownership Interests shall be segregated from any funds of the Borrower or the Issuer and shall in no case be considered to be or be assets of the Borrower or the Issuer. There shall be deposited in the Remarketing Reimbursement Fund, on or before each Bond Purchase Date, the remarketing proceeds received by the Trustee pursuant to this Section plus, if necessary, any moneys from a draw on the Letter of Credit or the Confirming Letter of Credit, if any, to be used to pay the purchase price of tendered Project Bonds and Beneficial Ownership Interests required to be purchased on such Bond Purchase Date. There shall also be deposited in the Remarketing Reimbursement Fund, on or before each Mandatory Bond Purchase Date, the moneys drawn on the Letter of Credit or the Confirming Letter of Credit, if any, to be used to pay the purchase price of Project Bonds and Beneficial Ownership Interests required to be purchased on such Mandatory Bond Purchase Date. The Trustee shall use the amounts deposited in the Remarketing Reimbursement Fund to pay the purchase price of tendered Project Bonds and Beneficial Ownership Interests. If the Trustee fails to receive moneys pursuant to a draw properly made on the Letter of Credit, or the Letter of Credit has been repudiated, and if necessary, on the Confirming Letter of Credit, if any, to pay the purchase price of tendered Project Bonds or Beneficial Ownership Interests, (a) any amount paid by the Bank or the Confirming Bank, as t he case may be, on such draw(s) shall be deposited in the Bond Fund and (b) pursuant to Section 7.03 hereof, the Trustee shall declare the Bonds to be due and payable. Section 6.16. Delivery of Purchased Project Bonds and Remarketing of Pledged Bonds.On or before the Business Day next preceding each Bond Purchase Date, the Remarketing