Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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Section 13. Preliminaa 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 counsel for the City. The Mayor is hereby authorized and directed to execute and deliver the final Placement Memorandum. Section 14. 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 not consent to service of process in any jurisdiction other than the State of Indiana. Section 15. 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 the preambles hereto and the documents mentioned herein) and the issuance and sale of the Bonds and securing of the Bonds. Section 16. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Indenture, the Placement Agreement, the Loan Agreement, the Bonds or in any other agreement or document executed on behalf of the City shall be deemed to be a stipulation, obligation or agreement of, any member of the Common Council, officer, agent or employee of the Common Council in his individual capacity, and no such member of the Common Council, officer, agent or employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof. Section 17. Action Approved and Confirmed. All acts and doings of the officers of the City which are in conformity with the purposes and intent of this Ordinance and in the furtherance of the issuance of the Bonds and the execution, delivery and performance of the documents and agreements authorized hereby are in all respects approved and confirmed. 10845.1 -5-