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distributed in such manner, at such times, for such periods and in such number of copies <br />as may be required pursuant to Rule 15c2 -12 promulgated by the United States Securities <br />and Exchange Commission (the "Rule "). The Commission hereby authorizes the <br />President and the Controller to approve the form of the Preliminary Offering <br />Memorandum upon the advice of counsel. The Commission hereby authorizes the <br />President and the Controller to deem "final" the Preliminary Offering Memorandum, as <br />of its date, in accordance with the provisions of the Rule, subject to completion as <br />permitted by the Rule, and the Commission further authorizes the distribution of the <br />deemed final Offering Memorandum. The Commission hereby authorizes and directs the <br />President and the Controller, upon the advice of the counsel to place into final form and <br />distribute and cause to be delivered the final Offering Memorandum in accordance with <br />the Rule, and further authorizes the President or the Controller to execute the final <br />Offering Memorandum. The Commission covenants and agrees that it will comply with <br />and carry out the continuing disclosure requirements of Section (b)(5) of the Rule. The <br />Commission hereby authorizes the President and the Secretary of the Commission to <br />approve a continuing disclosure agreement and to execute the same on the date the Bonds <br />are issued if so requested by the purchaser of the Bonds. <br />SECTION 5. The proceeds received from the sale of the Bonds shall be <br />deposited as set forth in the Trust Indenture. <br />SECTION 6. The President and the Secretary are hereby authorized to enter into <br />and to execute and deliver, on behalf of the Commission, a remarketing agreement, consistent <br />with the provisions of this Resolution, for the remarketing of the Bonds from time to time <br />subsequent to the initial issuance and sale of the Bonds on the terms and conditions set forth <br />therein. <br />SECTION 7. The President and the Secretary are hereby authorized to approve, <br />on behalf of the Commission, a Reimbursement Agreement between Fifth Third Bank and the <br />Developer, pursuant to which the Letter of Credit will be issued to further secure the payment of <br />the principal of and interest on the Bonds. The President and Secretary are further authorized to <br />execute said Reimbursement Agreement if so requested by Fifth Third Bank. <br />SECTION 8. The President is hereby authorized and directed to obtain a legal <br />opinion as to the validity of the Bonds from Baker & Daniels, bond counsel, of South Bend, <br />Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of said opinion shall <br />be considered as part of the costs incidental to these proceedings and shall be paid out of the <br />proceeds of the Bonds. <br />SECTION 9. The President is hereby authorized to enter into an agreement <br />with the Developer to acknowledge the Developer's obligation to pay the principal of and interest <br />on the Bonds in the event the Project TIF Revenues are insufficient for such purpose as set forth <br />in the Development Agreement. <br />SECTION 10. The appropriate officers are hereby authorized to take all actions <br />required to obtain a rating for the Bonds, if economically feasible and desirable. <br />BDDB01 33020845 - 10 - <br />