Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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The principal of the Bonds shall be payable upon presentation thereof at the principal corporate trust office of the Trustee under the Indenture. The interest on the Bonds shall be paid by check or draft of the Trustee sent to the registered owners of the Bonds; provided, however, if requested in writing by an owner of the Bonds and if proper instructions are provided to the Trustee as required under the Indenture, the Trustee is hereby authorized to pay the interest on the Bonds by wire transfer to the owners thereof. The Bonds shall be executed on behalf of the City by, and bear the manual or facsimile signature of, the Mayor and Clerk, and the seal of the City shall be thereunto affixed (or imprinted or engraved if in facsimile). The Bonds shall be in the form set forth in the final form of the Indenture. Section 4. Sale of Bonds. The Common Council hereby authorizes the placement of the Bonds to the original purchaser thereof pursuant to the Indenture and the Placement Agreement. Section 5. Limited Obligation. THE BONDS AND THE INTEREST THEREON DO NOT AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF, OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF, THE CITY, BUT ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM REVENUES AND OTHER AMOUNTS DERIVED FROM THE LOAN AGREEMENT. Section 6. The Indenture. The Indenture is hereby approved in the form submitted to this meeting, and a copy of the Indenture shall be filed with the minutes of this meeting. The Mayor and the Clerk are hereby authorized and directed to execute and deliver the Indenture without further approval of the Common Council in substantially the form herein approved with such additions, deletions and modifications thereto as may be approved under the Act, the execution of the Indenture being conclusive evidence of such approval and of the approval of the Common Council; and the Clerk is hereby authorized and directed to affix the seal of the City to the Indenture and to attest the same. Section 7. Trustee. Society National Bank, Indiana, is hereby appointed Trustee under the Indenture. The Indenture may provide that the Trustee thereunder, or another corporate entity, shall act as bond registrar and authenticating agent. Section 8. Delivery of Bonds. After execution on behalf of the Mayor and the Clerk, the Bonds shall be delivered to the Trustee, which is hereby authorized and requested to authenticate and deliver the Bonds to the Placement Agent for the benefit of the original purchaser in accordance with and upon compliance with the provisions of the Indenture. Section 9. Bond Counsel. Kutak Rock is hereby appointed Bond Counsel in connection with the issuance and sale of the Bonds. 10845.1 3