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NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Commission as follows: Section 1. The Commission hereby authorizes, approves and ratifies the issuance, sale and delivery of (i) the Hall Bonds by the Authority in a maximum aggregate principal amount not to exceed Eight Million Six Hundred Thousand and 00 /100 Dollars ($8,600,000.00) at a maximum interest rate not to exceed eight percent (8.0 %) and (ii) the Century Center Bonds by the Authority in a maximum aggregate principal amount not to exceed Three Million Eight Hundred Thousand and 00 /100 Dollars ($3,800,000.00) at a maximum interest rate not to exceed seven percent (7.0 %) in order to refund all or a portion of the Prior Bonds. The issuance of the Hall Bonds will remove the restrictive tax - exempt covenants presently in place with respect to the 2000 Bonds and may provide a savings to the Authority and the Commission, and the issuance of the Century Center Bonds will provide a savings to the Authority and the Commission. Section 2. The Commission hereby covenants and agrees to keep and maintain those funds and accounts created by the Pledge Resolutions, such funds and accounts consisting of a Century Center Project Principal and Interest Account (the "Century Center Principal and Interest Account "), a Hall of Fame Project Principal and Interest Account (the "Hall of Fame Principal and Interest Account ") and such other accounts as the Commission may from time to time establish to pay the rentals owed by the Commission pursuant to the Lease as the same may be amended by the Fourth Addendum. Section 3. The Commission hereby acknowledges and restates its obligation pursuant to the Pledge Resolutions to levy in each calendar year a special tax upon all of the taxable property in the South Bend Redevelopment District in a total amount sufficient, together BDDB01 6649917v1 - 3 -