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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 appropriate officers are hereby authorized to take all actions <br />required to obtain a rating for the Bonds, if economically feasible and desirable. <br />SECTION 10. The Commission hereby authorizes and directs the Controller, the <br />President and the Secretary to take any and all necessary actions and execute any and all <br />necessary documents to carry out the purposes of this Resolution. <br />SECTION 11. As soon as can be done after the adoption of this Resolution, the <br />4W President and the Secretary are hereby directed to deliver on behalf of the Commission a <br />certified copy of this Resolution to the Controller. <br />IM <br />SECTION 12. If any section, paragraph or provision of this Resolution shall be <br />held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such <br />section, paragraph or provision shall not affect any of the remaining provisions of this <br />Resolution. <br />SECTION 13. All resolutions and orders, or parts thereof, in conflict with the <br />provisions of this Resolution are, to the extent of such conflict, hereby repealed, and this <br />Resolution shall be in immediate effect from and after its adoption. <br />SECTION 14. This Resolution shall be in full force and effect after its adoption <br />by the Commission. <br />SBIMANI 188429v4 -10- <br />