10852-22 Amending Bond Ordinance/City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project)

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and Restated Loan Agreement, dated January 3, 2012, between the City and the Borrower, as set forth in the Third Amended and Restated Agreement. NOW,THEREFORE,BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA AS FOLLOWS: SECTION I. Incorporation of Recitals. The recitals contained in this Ordinance and in the Earlier Ordinances are true and correct and are incorporated in this Ordinance by this reference. SECTION II. Incorporation of Previous Findings. Each of the findings which are contained in the Earlier Ordinances is true and correct and is incorporated in this Ordinance by this reference. SECTION III. Findings;Public Benefits. This Council finds that the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement (i) will be of benefit to the health and general welfare of the City and its citizens, and (ii) complies with the purposes and provisions of the Act. SECTION IV. Authorizations. The Council hereby authorizes the execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. SECTION V. Approval of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement. The Third Amended and Restated Indenture and the Third Amended and Restated Agreement are hereby approved in the forms submitted to this meeting,and a copy of each such document shall be kept on file by the City Clerk(the"Clerk"). The Mayor(the"Executive") and the Clerk are hereby authorized and directed to execute and deliver such documents without further approval of the Council in substantially the forms herein approved with such additions, deletions and modifications thereto as may be approved by the Executive and the Clerk, as permitted under the Act, the execution thereof being conclusive evidence of such approval and of the approval of the Council; and the Clerk, or any authorized representative of the City, is hereby authorized and directed to affix the seal of the City to such documents and to attest the same. Two copies of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, hereby incorporated into this Ordinance, were duly filed in the Office of the Clerk and are available for public inspection in accordance with Section 36-1-5-4 of the Indiana Code. SECTION VI. Limited Obligation. THE BONDS AND THE INTEREST THEREON DO NOT AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF, OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF, THE CITY, BUT ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM REVENUES AND OTHER AMOUNTS DERIVED FROM THE THIRD AMENDED AND RESTATED AGREEMENT. SECTION VII. Other Actions. The Executive and the Clerk are hereby authorized and directed to execute and deliver, in the name and on behalf of the City, any and all additional documents and instruments necessary or proper and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Ordinance (including the recitals hereto and the documents mentioned herein). The Executive and Clerk may, by their execution of the documents requiring their signatures or imprinting of their facsimile signatures thereon, approve changes therein and also in those documents which do not require the signature of the Executive and/or Clerk without further approval of this Council if such changes do not affect terms set forth in Indiana Code Title 36, Article 7, Chapter 12, Section 27(a)(1) through (a)(10). SECTION VIII. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, the Bonds or in any other agreement or document executed on behalf of the City shall be deemed to be a stipulation, obligation or agreement of any member of the Council, or any officer, agent or employee of the City in his or her individual capacity, and no such member of the Council, officer, agent or employee shall be personally liable on the Bonds or 2