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3 <br />relating to the Bonds to be issued by the Lessor to finance the acquisition of the Leased Premises <br />and pay a portion of the costs of the Projects; and <br />WHEREAS, the Lessor has acquired or will acquire an interest in the Leased Premises <br />described on Exhibit A hereto and such interest shall be for a term no less than the term of this <br />Lease; and <br />WHEREAS, the Lessee has determined, after a public hearing held pursuant to the Act <br />after notice given pursuant to I.C. § 5-3-1, that the lease rentals provided for in this Lease are fair <br />and reasonable, that the execution of this Lease is necessary and that completion of the Projects <br />will serve the public purpose of the City and are in the best interests of its residents, and the <br />Common Council of the City (the “Common Council”) has, by resolution, approved this Lease in <br />accordance with the provisions of Section 25.2 of the Act, and the Resolution has been entered in <br />the official records of the Common Council; and <br />WHEREAS, the Lessor has determined that the lease rentals provided for in this Lease are <br />fair and reasonable, that the execution of this Lease is necessary, that the Projects will serve the <br />public purpose of the City and are in the best interests of its residents, and the Lessor has duly <br />authorized the execution of this Lease by Resolution, and the Resolution has been entered in the <br />official records of the Lessor. <br />THIS AGREEMENT WITNESSETH THAT: <br />1.Premises, Term and Warranty. The Lessor does hereby lease, demise and let to <br />Lessee all of the Lessor’s right, title and interests in and to the Leased Premises. <br />TO HAVE AND TO HOLD the Leased Premises with all rights, privileges, easements and <br />appurtenances thereunto belonging, unto the Lessee, beginning on the date the Lessor acquires an <br />interest in any of the Leased Premises and ending on the day prior to a date not later than twenty <br />(20) years after such date of acquisition by the Lessor. Notwithstanding the foregoing, the term <br />of this Lease will terminate at the earlier of (a) the exercise by the Lessee of the option to purchase <br />all of the Leased Premises pursuant to Section 11 hereof and the payment of the option price, or <br />(b) the payment or defeasance of all obligations issued by the Lessor and secured by this Lease or <br />any portion thereof; provided that no bonds or other obligations of the Lessor issued to finance the <br />Leased Premises remain outstanding at the time of such payment or defeasance. The Lessor hereby <br />represents that it is possessed of, or will acquire, the Leased Premises and the Lessor warrants and <br />will defend the Leased Premises against all claims whatsoever not suffered or caused by the acts <br />or omissions of the Lessee or its assigns. <br />Notwithstanding the foregoing, the Leased Premises may be amended to add additional <br />property to the Leased Premises or remove any portion of the Leased Premises, including, but not <br />limited to the Leased Premises, provided however, following such amendment, the rental payable <br />under this Lease shall be based on the value of the portion of the Leased Premises which is <br />available for use, and the rental payments due under this Lease shall be in amounts sufficient to <br />pay when due all principal of and interest on all outstanding Bonds. <br />2.Lease Rental. (a) Fixed Rental Payments. The Lessee agrees to pay rental for <br />the Leased Premises at an annual rate per year during the term of the Lease not to exceed Ten <br />Million Five Hundred Thousand Dollars ($10,500,000), payable in semi-annual installments. Each