02-09-15 Agenda, Packet and Committee Meeting Notice

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defects, irregularities, encumbrances, easements, rights -of -way and clouds on title as do not, in the opinion of the Trustee, materially impair the Authority's title or Lessee's use of the Project. "Project" means, collectively, the projects and interests in the real estate described at Exhibit B attached hereto and incorporated herein (including all right -of -way easements and leasehold interests contained therein) and improvements to be constructed thereon by the Authority or its agent, which Project is to be financed with the proceeds of the Bonds issued by the Authority and leased to the Commission, pursuant to the Lease. "Redevelopment District Bond Fund" means the Redevelopment District Bond Fund of Lessee authorized by Indiana Code 36- 7 -14 -27 and the Lease Resolution. "Trust Agreement" means the Trust Agreement dated as of 1, 2015, between the Authority and the Trustee, securing the Bonds. "Trustee" means the financial institution selected to serve as trustee pursuant to the Trust Agreement, and any successor trustee. Any term not defined herein, which is defined in the Lease Resolution or in the Trust Agreement, shall have the meaning as defined in such resolution or agreement. Section 2. Lease of Project. In consideration of the rentals and other terms and conditions herein specified the Authority does hereby lease, demise and let to the Lessee the Project: TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee for a term not to exceed Twenty-two (22) years, beginning on the date the Project is complete and ready for use, and ending on the day prior to such date at most Twenty -two (22) years thereafter. However, the term of this Lease shall terminate at the earlier of (a) the exercise of the option to purchase by Lessee and payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations. The date the Project is complete and ready for use shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after such completion date and such endorsement shall be recorded as an addendum to this Lease. The Authority hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple or an insurable right -of -way easement subject only to Permitted Encumbrances, to the above - described real estate, and the Authority warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee. Notwithstanding the foregoing, the Project may be modified to add additional property to the Project or remove any portion of the Project, provided, however, following such modification, the rental payable under this Lease shall be based on the value of the portion of the Project which is available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. If any part of the Project shall be partially or totally destroyed, or is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the Lessee, as described in Section 5 hereof, the Lessee and the Authority agree to substitute other public improvements of -2- US.55393881.03