9593-05 Authorizing to issue its "Economic Development Revenue Bonds, Series 2005 (MDC South Bend, LLC Project)

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SECTION VIII. The Mayor and the Clerk are authorized to execute any other documents and take such other action that may be necessary or desirable to consummate the issuance and sale of the Bonds and the Loan to the Company. The signatures of the Mayor and the Clerk on the Bonds may be manual or facsimile signatures. The Clerk is authorized to arrange for delivery of the Bonds to the purchaser thereof. SECTION IX. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION X. All resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed, and this Ordinance shall be in immediate effect from and after its adoption. SECTION XI. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Ordinance or in the Bonds, the Financing Documents, or under any judgment obtained against the City or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, under or independent of the Loan Agreement shall be had against any member of the Common Council, or officer or attorney, as such, past, present or future, of the City either directly or through the City, or otherwise, for the payment for or to the City or any receiver thereof, or to any holder of the Bonds secured thereby, or otherwise, of any sum that may be due and unpaid by the City upon any of such Bonds. Any and all personal liability of every nature, whether at law or in equity, or by statute or by constitution, or otherwise, of any such member of the Common Council, or officer or attorney, as such, to respond by reason of any act or omission on his or her part, or otherwise, for, directly or indirectly, the payment for or to the Common Council or any receiver thereof, or for or to any owner or holder of the Bonds, or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, shall be expressly waived and released as a condition of and consideration for the execution of an delivery of the Financing Documents and the issuance of the Bonds. SECTION XII. The provisions of this Ordinance and the Loan Agreement shall constitute a contract binding between the City and the holders of the Bonds, and after the issuance of said Bonds, this Ordinance shall not be repealed or amended in any respect that would adversely affect the rights of such holders so long as the Bonds or the interest thereon remains unpaid. SECTION XIII. Passage of this Ordinance by the Mayor and the affixing by the Mayor of his signature hereto shall constitute and evidence the approval of the elected legislative body of the issuer of the Bonds authorized herein and the approval of the chief elected executive officer of the issuer of the Bonds authorized herein, respectively, as required by Section 103 of the Internal Revenue Code of 1986, as amended. BDDBOI 4046058v2 - 4 -