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"Outstanding Bonds" means the Redevelopment Commission's outstanding Indiana Bond <br />Bank Special Program Bonds, Series 2011A (TIF A), Indiana Bond Bank Special Program Bonds, <br />Series 2011A (TIF B), 2006 Main/Colfax Garage Lease, South Bend Redevelopment Authority <br />Lease Rental Revenue Bonds of 2015 (Refunding 2008), South Bend Redevelopment Authority <br />Lease Rental Revenue Refunding Bonds, Series 2013 (Refunding 2008), South Bend <br />Redevelopment Authority Lease Rental Revenue Bonds of 2015, Redevelopment District Bonds, <br />Series 2018, Taxable Economic Development Revenue Bonds, Series 2017 (Eddy Street Phase II), <br />South Bend Redevelopment Authority Lease Rental Revenue Bonds of 2019 (Double Tracking <br />Project), Taxable Economic Development Tax Increment Revenue Bonds, Series 2020 <br />(Community Education Center Project), Building Corporation First Mortgage Revenue Refunding <br />Bonds, Series 2012 (Police and Fire Station Projects) and any bonds issued in the future on a parity <br />therewith. <br />"Project" means the development, construction, renovation, and equipping of three (3) <br />buildings totaling approximately 90,434 square feet of attraction, retail, restaurant, visitor center <br />and tour -able chocolate factory space ("Improvements") on real estate commonly known as 24762 <br />and 24820 U.S. Highway 20, South Bend, Indiana 46628 ("Land" and together with the <br />Improvements, the "Facilities"), along with its surrounding acreage to create a year -around <br />attraction and destination for City residents and visitors and to support the development of <br />Continental Divide Trail, all on the City's westside in or physically connected to the Area. <br />"Project Costs" with respect to the Project shall mean any and all costs permitted by the <br />Act including, but not limited to: <br />(i) the "Note Issuance Costs," namely the reasonable third -party costs, fees and <br />expenses incurred or to be incurred by the City in connection with the Loan, the reasonable <br />fees of disbursements of the City's municipal advisor, application fees and expenses, <br />publication costs, the filing and recording fees in connection with any necessary filings or <br />recordings or to perfect the lien thereof, the out-of-pocket costs of the City, the reasonable <br />fees and disbursements of Counsel to the City, the reasonable fees and expenses of Note <br />Counsel, the costs of preparing or printing the Series 2022 Note and the documentation <br />supporting the Loan, the costs of reproducing documents and any other costs of a similar <br />nature reasonably incurred; <br />(ii) design costs and other expenses directly related to the construction and <br />equipping of the Project; <br />(iii) the cost of insurance of all kinds that may be required or necessary in <br />connection with the construction or equipping of the Project; <br />(iv) all costs and expenses which Borrower shall be required to pay, under the <br />terms of any contract or contracts (including the architectural and engineering, <br />development, and legal services with respect thereto), for the construction of the Project; <br />and <br />(v) any sums required to reimburse the Borrower for advances made subsequent <br />to the date the first series of the Series 2022 Note is funded for any of the above items or <br />4 <br />4854-2813-5735.5 <br />