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of the Indenture being conclusive evidence of such approval and of the approval of the Common <br />Council; and the Clerk, or any Authorized Representative, is hereby authorized and directed to <br />affix the seal of the City to the Indenture and to attest the same. <br />Section 7. Trustee. Society National Bank, Indiana, is hereby appointed Trustee under <br />the Indenture. The Indenture may provide that the Trustee thereunder, or another corporate <br />entity, shall act as bond registrar and authenticating agent. <br />Section 8. Delivery of Bonds. After execution on behalf of the Mayor and the Clerk, <br />the Bonds shall be delivered to the Trustee, which is hereby authorized and requested to <br />authenticate and deliver the Bonds to the Placement Agent for the benefit of the original <br />purchaser in accordance with and upon compliance with the provisions of the Indenture. <br />Section 9. Bond Counsel. Kutak Rock is hereby appointed Bond Counsel in connection <br />with the issuance and sale of the Bonds. <br />Section 10. The Placement Agreement. The Placement Agreement is hereby approved <br />in the form submitted to this meeting, and a copy of the Placement Agreement shall be filed with <br />the minutes of this meeting. The Mayor and the Clerk are hereby authorized and directed to <br />execute and deliver the Placement Agreement in substantially the form herein approved with <br />such additions, deletions and modifications thereto as may be authorized by the Act, the <br />execution of the Placement Agreement being conclusive evidence of such approval and of the <br />approval of the Common Council. <br />Section 11. The Loan Agreement. The Loan Agreement is hereby approved in the form <br />submitted to this meeting, a copy of which shall be filed with the minutes of this meeting. The <br />Mayor and the Clerk are hereby authorized and directed to execute and deliver the Loan <br />Agreement in substantially the form herein approved with such additions, deletions and <br />modifications thereto as may be approved by them, the execution of the Loan Agreement being <br />conclusive evidence of such approval and of the approval of the Common Council. <br />Section 12. Tax Regulatory Agreement. The Tax Regulatory Agreement is hereby <br />approved in the form submitted to this meeting; a copy of which shall be filed with the minutes <br />of this meeting. The Mayor and the Clerk are hereby authorized and directed to execute and <br />deliver the Tax Regulatory Agreement in substantially the form herein approved with such <br />additions, deletions and modifications thereto as may be approved by them, the execution of the <br />Tax Regulatory Agreement being conclusive evidence of such approval and of the approval of <br />the Common Council. The Mayor and the Clerk are hereby authorized and directed to execute <br />and deliver on behalf of the City an Internal Revenue Service Form 8038 relating to the Bonds <br />prepared by Bond Counsel. <br />10845.1 <br />-4- <br />