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Bond Bank, at a redemption price equal to the principal amount of the Amended 2003 SBCDA <br />Bonds to be redeemed, plus accrued interest to the redemption date, and without any redemption <br />premium. <br />Section 4. Use of Call Rights Modification Fee. (a) The Controller of the City, as the <br />fiscal officer of the Commission, shall deposit the Call Rights Modification Fee into one or more <br />accounts within the Construction Account, the Bond Fund or the Allocation Fund, each as <br />defined and established by the Original Resolution. Such funds deposited therein shall be used <br />by the Commission for the purposes of: (i) paying the costs and expenses of one or more capital <br />projects located in, or physically connected to, the Area (as defined in the Original Resolution), <br />all in accordance with the requirements of Indiana law; or (ii) paying interest on the Amended <br />2003 SBCDA Bonds during the three (3) year period commencing on the date of delivery of the <br />Amended 2003 SBCDA Bonds. <br />(b) Notwithstanding the foregoing, the Commission may use the Call Rights <br />Modification Fee for such other purposes as may be otherwise permitted by law so long as: (i) <br />the Commission provides an opinion by a nationally recognized firm experienced in matters <br />relating to the tax exemption for interest payable on obligations of states and their <br />instrumentalities and political subdivisions under federal law, which is acceptable to registered <br />owner of the Amended SBCDA AEDA Bonds, to the effect that such other purposes will not <br />adversely affect the excludability of interest on the Amended 2003 SBCDA Bonds or the <br />Refunding Bond Bank Bonds from gross income for federal tax purposes under Section 103 of <br />the Internal Revenue Code of 1986, as amended; and (ii) the Commission receives the prior <br />written consent from the registered owner of the Amended 2003 SBCDA Bonds. <br />Section 5. The Amended Purchase Agreement. The Qualified Entity Purchase <br />Agreement, in substantially the form attached as Exhibit A hereto and made a part hereof (the <br />"Amended Purchase Agreement "), is hereby approved. The President and Secretary of the <br />Commission, together with the Mayor, the Controller or the Clerk of the City or their authorized <br />designees, are each hereby authorized and directed to execute the Amended Purchase Agreement <br />with any and all such changes and revisions as they deem necessary, desirable or appropriate to <br />carry out the intent of this Resolution and the purpose of the 2011 Transaction, and to deliver the <br />Amended Purchase Agreement to the Bond Bank. <br />Section 6. Bond Bank Offering Document / Continuing Disclosure Agreement. Use of <br />information concerning the Commission or the City in any offering materials, including a <br />preliminary official statement or a private placement memorandum (collectively, the "Bond <br />Bank Offering Document ") and distributed in connection with the undertaking of the Refunding <br />Program is hereby authorized, ratified and approved. The President and Secretary of the <br />Commission, together with the Mayor, the Controller or the Clerk of the City or their authorized <br />designees, are each hereby authorized and directed to have prepared and delivered to the Bond <br />Bank any information required for such use and further to deem and determine, if necessary, <br />those portions of the Bond Bank Offering Document, if any, relating to the Commission or the <br />City as near final for purposes of Rule 15c2 -12 of the United States Securities and Exchange <br />Commission, as amended (the "SEC Rule "). Further, if necessary, the President and Secretary of <br />the Commission, together with the Mayor, the Controller or the Clerk of the City or their <br />authorized designees, are each hereby authorized and directed to execute a continuing disclosure <br />INDS01 BJB 13019620 <br />4 <br />