Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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! t Section 10. The Placement Agreement. The Placement Agreement is hereby approved in the form submitted to this meeting, and a copy of the Placement Agreement shall be filed with the minutes of this meeting. The Mayor and the Clerk are hereby authorized and directed to execute and deliver the Placement Agreement in substantially the form herein approved with such additions, deletions and modifications thereto as may be approved under the Act, the execution of the Placement Agreement being conclusive evidence of such approval and of the. approval of the Common Council. Section 11. The Loan Agreement. The Loan Agreement is hereby approved in the form submitted to this meeting, a copy of which shall be filed with the minutes of this meeting. The Mayor and the Clerk are hereby authorized and directed to execute and deliver the Loan Agreement in substantially the form herein approved with such additions, deletions and modifications thereto as may be approved under the Act, the execution of the Loan Agreement being conclusive evidence of such approval and of the approval of the Common Council. Section 12. Preliminary Placement Memorandum. The use by the Placement Agent of the Preliminary Placement Memorandum in connection with the placement of the Bonds by the Placement Agent is hereby approved, and the Common Council hereby authorizes the preparation and use of a final Placement Memorandum containing such additions, deletions and modifications to the Preliminary Placement Memorandum as may be approved by the City as evidenced by the signature of the Mayor thereon. The Mayor is hereby authorized and directed to execute and deliver the final Placement Memorandum. Section 13. Blue Sky Survey. The Mayor and the Clerk are hereby authorized in the name and on behalf of the City to take any and all action which the Placement Agent shall request and which the Mayor and the Clerk may deem necessary or advisable with the advice of counsel for the City in order to effect the registration or qualification (or exemption therefrom) of the Bonds for issue, offer, sale or trade under the Blue Sky or securities laws of any of the states of the United States of America and in connection therewith, to execute, acknowledge, verify, deliver, file or cause to be published any applications, reports, consents to service of process and other papers and instruments which may be required under such laws, and to take any and all further action which he may deem necessary or advisable in order to maintain any such registration or qualification for as long as the Mayor and the Clerk deem necessary or as required by law or by the Placement Agent, provided, however, the Mayor and the Clerk need not consent to service of process in any jurisdiction other than the State of Indiana. Section 14. Other Action. The Mayor and the Clerk are hereby authorized and directed to execute and deliver, in the name and on behalf of the City, any and all additional documents and instruments necessary or proper to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Ordinance (including 10845.1 4