No. 2074 authorizing the issuance of COSB redevelopment district adjustable rate demand tax increment revenue bonds (series 2004)(Erskine Commons Project) and other related matters

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SECTION 3. The Commission hereby accepts and approves the form of the Trust Indenture presented to the Commission at this meeting, which Trust Indenture, along with the Bond Form, are incorporated herein by reference and shall be inserted in the minutes of the Commission and kept on file by the Secretary of the Commission (the "Secretary "). The President, and the Secretary are authorized and directed to execute and attest, respectively, the Trust Indenture approved herein, with such changes as the President and Secretary approve, with such approval to be conclusively evidenced by such execution and attestation. SECTION 4. (a) The Bonds shall be sold by private sale, as provided by Indiana Code § 36- 7- 14- 25.1(g), to Fifth Third Securities, Inc., upon terms acceptable to the President and the Controller and in accordance with the Trust Indenture, and the provisions of this Resolution. In no event shall the Bonds be sold at a purchase price of less than ninety - seven percent (97 %) of the par value of the Bonds or such higher purchase price as may be set forth in the Trust Indenture. The President and the Controller are hereby authorized to enter into and execute, on behalf of the Commission, a bond purchase agreement (the 'Purchase Agreement ") for the sale of the Bonds on the terms and conditions set forth therein and consistent with the provisions of this Resolution. (b) The Bonds shall be offered and sold pursuant to an Offering Memorandum with respect to the Bonds (the "Offering Memorandum "), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be required pursuant to Rule 15c2 -12 promulgated by the United States Securities and Exchange Commission (the 'Rule "). The Commission hereby authorizes the President and the Controller to approve the form of the Preliminary Offering Memorandum upon the advice of counsel. The Commission hereby authorizes the President and the Controller to deem "final" the Preliminary Offering Memorandum, as of its date, in accordance with the provisions of the Rule, subject to completion as permitted by the Rule, and the Commission further authorizes the distribution of the deemed final Offering Memorandum. The Commission hereby authorizes and directs the President and the Controller, upon the advice of the counsel to place into final form and distribute and cause to be delivered the final Offering Memorandum in accordance with the Rule, and further authorizes the President or the Controller to execute the final Offering Memorandum. The Commission covenants and agrees that it will comply with and carry out the continuing disclosure requirements of Section (b)(5) of the Rule. The Commission hereby authorizes the President and the Secretary of the Commission to approve a continuing disclosure agreement and to execute the same on the date the Bonds are issued if so requested by the purchaser of the Bonds. SECTION 5. The proceeds received from the sale of the Bonds shall be deposited as set forth in the Trust Indenture. SECTION 6. The President and the Secretary are hereby authorized to enter into and to execute and deliver, on behalf of the Commission, a remarketing agreement, consistent with the provisions of this Resolution, for the remarketing of the Bonds from time to time SBIMANI 188429v4 - 9 -