Approving Issuance of Bonds of the South Bend Redevelopment District

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(c) To procure a rating on the 2014 Bonds from a nationally recognized securities rating agency designated in such supplemental resolution, if such supplemental resolution will not adversely affect the owners of the 2014 Bonds; or (d) To obtain or maintain bond insurance with respect to the 2014 Bonds; or (e) To provide for the refunding or advance refunding of the 2014 Bonds; or (f) To make any other change which, in the determination of the Commission in its sole discretion, is not to the prejudice of the owners of the 2014 Bonds. SECTION 12. Approval of Official Statement and Continuing Disclosure Undertaking. If legally required as part of a public offering of the 2014 Bonds, the Controller is hereby authorized to deem final an official statement with respect to the 2014 Bonds, as of its date, in accordance with the provisions of Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended (the "SEC Rule "), subject to completion as permitted by the SEC Rule, and the Commission further authorizes the distribution of the deemed final official statement, and the execution, delivery and distribution of such document as further modified and amended with the approval of the Controller in the form of a final official statement. The officers of the Commission and the City are further authorized to approve the form and distribution of any other offering materials that may be recommenced by the Commission's financial advisor in connection with a private placement of the 2014 Bonds. In order to assist any underwriter of the 2014 Bonds in complying with paragraph (b)(5) of the SEC Rule by undertaking to make available appropriate disclosure about the Commission and the City and the 2014 Bonds to participants in the municipal securities market, the Commission may, in accordance with the SEC Rule, unless excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, execute and deliver any continuing disclosure contract. The execution and delivery by the Commission of the continuing disclosure contract, and the performance by the Commission of its obligation thereunder by or through any employee or agent of the Commission or the City, are hereby approved. SECTION 13. Tax Matters. In order to preserve the exclusion of interest on the 2014 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2014 Bonds, the Commission represents, covenants and agrees that: 1. The Commission and the City will not take any action or fail to take any action with respect to the 2014 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2014 Bonds pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and the regulations thereunder as applicable to the 2014 Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on 2014 Bond proceeds or other monies treated as 2014 Bond proceeds to the federal government as provided in Section 148 of the Code, and will set aside such monies, which may be paid from investment income on funds and accounts notwithstanding anything else to the contrary herein, in trust for such purposes. 17