No. 2459 authorizing the execution of a Second Addendum to Lease for certain public improvements on behalf of the City of South Bend and regarding other related matters

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Thereafter such rentals shall be payable in advance in semiannual installments of $554,500.00 on April 15 and October 15 of each year. The last semiannual rental pa}nnent due before the expiration of this Second Addendum to Lease shall be adjusted to provide for rental at the amount specified above for the applicable semiannual period prorated from the date such installment is due to the date of the expiration of this Second Addendum to Lease (without taking into account any subsequent early termination of this Second Addendum to Lease pursuant to Section 2 hereof). After the sale of the 2008 Bonds issued by the Authority to pay the cost of the 2008 Project and other expenses incidental thereto, the sum of the first and second semiannual rental installments and the sum of the third and fourth semiannual rental installments, and so on, shall be reduced to an amount equal to the multiple of One Thousand Dollars ($1,000.00) next highest to the highest sum of principal and interest due in any year ending on a Bond maturity date on such 2008 Bonds plus Three Thousand Dollars ($3,000), payable in equal semiannual installments, assuming for such purposes that the semiannual rental installment payable following completion of the 2008 Project is due on April 15, 2009. Such amount of reduced annual rental shall be endorsed on this Second Addendum to Lease at the end hereof by the parties hereto as soon as the same can be done after the sale of said 2008 Bonds, and such endorsement shall be recorded as an addendum to the Lease. The Lessee will not take any action or fail to take any action that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the 2008 Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as in effect on the date of delivery of the 2008 Bonds, nor will the Lessee act in any manner which would adversely affect such exclusion. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of the 2008 Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessee as of the date the 2008 Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the Lessee's commitments made herein. Section 5. Abatement of Rent. h1 the event that all or a portion of the 2008 Project shall be damaged or destroyed so as to render the damaged or destroyed portion of the 2008 Project unfit for its intended use, it shall then be the obligation of the Authority to restore and reconstruct the damaged or destroyed portion of the 2008 Project as promptly as may be done, unavoidable strikes and other causes beyond the control of the Authority excepted, if, in the opinion of an independent registered architect, registered engineer, construction manager or contractor selected by the Lessee and acceptable to the Trustee, (i) the cost of such restoration or reconstruction does not exceed the amount of the proceeds received by the Authority from the insurance provided for in Section 9 hereof plus other moneys available therefor and (ii) such restoration or reconstruction can be completed within the period of time covered by the rental value insurance provided for in Section 9 hereof. If either or both conditions shall not exist, the proceeds received from the insurance provided for in Section 9 hereof shall be applied to the option to purchase price provided for in Section 14 hereof. The rental shall be abated pro rata for BDDB01 5233044v2 - 3 -