Resolution No. 182 Issuance of the South Bend Redevelopment Authority Lease

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and /or Secretary- Treasurer, or any other officer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. Section 8. The Authority approves of the preparation of a Continuing Disclosure Undertaking Agreement in order to evidence the Authority's continuing disclosure obligations under Rule 15c2 -12 promulgated by the Securities and Exchange Commission, as amended (the "SEC Rule "). The Authority hereby authorizes the President, Vice - President, and /or Secretary- Treasurer to execute and attest, respectively, the Continuing Disclosure Undertaking Agreement, for and on behalf of the Authority. Section 9. The Bonds shall be sold pursuant to the provisions of I.C. 36 -7- 14.5-19 and I.C. 5 -1 -5, to Fifth Third Securities, Inc. (the "Underwriter'), at a price not less than ninety -nine percent (99 %) of par in accordance with a Bond Purchase Agreement to be entered into with respect thereto. The Authority hereby authorizes the President, Vice - President and /or the Secretary- Treasurer of the Authority to execute and attest, respectively, a Bond Purchase Agreement with the Underwriter, for and on behalf of the Authority, in such form as approved by the President, Vice - President and /or Secretary- Treasurer of the Authority, such approval to be conclusively evidenced by such authorized execution and attestation of the Bond Purchase Agreement. Section 10. The Authority hereby approves of the preparation of an official statement (the "Official Statement") in conjunction with the sale of the Bonds. The Authority hereby authorizes the President, Vice - President and /or Secretary- Treasurer of the Authority, to deem "final" the Official Statement, as of its date, in accordance with the provisions of the SEC Rule, subject to completion as permitted by the SEC Rule, and the Authority further authorizes the distribution of the deemed final Official Statement. The Authority hereby authorizes and directs the President, Vice - President and/or Secretary- Treasurer of the Authority, to place into final form and distribute and deliver the final Official Statement in accordance with the SEC Rule, and further authorizes the President, Vice - President and /or Secretary- Treasurer of the Authority to execute the final Official Statement. Section 11. Prior to the delivery of the Bonds, the Secretary- Treasurer shall be authorized to obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority, and to furnish such opinion to the purchaser or purchasers of the Bonds. The cost of such opinion shall be considered as part of the costs incidental to the issuance of the Bonds and shall be paid out of proceeds of said Bonds. Section 12. If the President, Vice- President and /or the Secretary- Treasurer determine that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the refunding of the Refunded Bonds by issuing Bonds in an aggregate principal amount which is less than $5,100,000, then the Authority shall issue such lesser principal amount of Bonds. Section 13. The President, Vice - President and Secretary- Treasurer of this Authority and each of them is hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such -3- DMS US 51727278v1