Approving lease for public improvements between Redevelopment Authority and Redevelopment Commission

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"Permitted Encumbrances" means (a) liens for taxes not then delinquent, (b) this Lease, leases, subleases and other agreements permitted pursuant to Sections 8 and 11 hereof, (c) utility, access and other easements and rights-of--way, restrictions and exceptions that Lessee certifies will not interfere with or impair the Project, (d) any mechanics', laborers', materialmen's, suppliers' or vendors' lien or right in respect thereof if payment is not yet due and payable, (e) administrative or judicial proceedings relating to the acquisition of any property which will comprise the Project and (f) such minor 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 the Main and Jefferson Portion and the Studebaker Lot Portion. Notwithstanding anything contained herein, improvements which may be constructed on either the Main and Jefferson Portion and the Studebaker Lot Portion by the lessee or its sublessee shall not be part of the property covered by this Lease. "Studebaker Lot Portion" means the real estate generally located at the southeast corner of Monroe and Lafayette Streets in South Bend, Indiana, and more particularly described at Exhibit B, to be acquired and made available for the eventual expansion of the Studebaker Museum. Any term not defined herein, which is defined in the Lease Resolution, shall have the meaning as defined in such resolution. SECTION 2: LEASE OF PROJECT. In consideration of the rentals and other mutual covenants, 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. The term of this Lease with respect to the Studebaker Lot Portion shall begin on the later of (i) the date the Studebaker Lot Portion is acquired by the Authority and is complete and ready for use, and (ii) July 25, 1999, and shall end on the day prior to such date at most thirteen (13) years thereafter. The term of this Lease with respect to the Main and Jefferson Portion shall begin on the later of (i) the date the Main and Jefferson Portion is acquired by the Authority and is complete and ready for use, and (ii) July 25, 2003, and shall end on the date prior to such date nine (9) 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 each Portion of 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. ::ODMA\PCDOCS\SBDOCS 1\32001\1 -2-