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NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment <br />Commission as follows: <br />1. The 1993 Bonds Escrow Agreement is hereby approved in the form <br />submitted to this meeting and the President of the Commission (the "President ") and the <br />Secretary of the Commission (the "Secretary ") are authorized to execute and attest the 1993 <br />Bonds Escrow Agreement with such changes as may be necessary or appropriate as determined <br />by such officers, said officers' execution and attestation thereof to be conclusive evidence of their <br />approval of such changes. <br />2. The 1997 Bonds Escrow Agreement is hereby approved in the form <br />submitted to this meeting and the President and the Secretary are authorized to execute and attest <br />the 1997 Bonds Escrow Agreement with such changes as may be necessary or appropriate as <br />determined by such officers, said officers' execution and attestation thereof to be conclusive <br />evidence of their approval of such changes. <br />3. The Commission hereby approves of the use of its funds, previously <br />appropriated for such purpose, in a sum sufficient to pay the cost of all expenses reasonably <br />incurred in connection with the Refunding, as provided for in the 1993 Bonds Escrow <br />Agreement and the 1997 Bonds Escrow Agreement. <br />4. The President and the Secretary are, and each of them is, hereby <br />authorized to take all such actions and to execute all such instruments as are necessary and <br />desirable to carry out the Refunding contemplated by this Resolution, in such forms as the <br />President and the Secretary executing the same shall deem proper, to be evidenced by the <br />execution thereof. <br />SBIMANI 168061v1 -3- <br />