No. 2390 a bond resolution authorizing the issuance of City of South Bend, Indiana, Redevelopment District Tax Increment Revenue Bonds of 2007 (Douglas Road Economic Development Area project)

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(c) The Redevelopment District will not take any action or fail to take any action with respect to, the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended and as in effect on the date of delivery of the Bonds (the "Code"), and the Commission will not act in any manner which would adversely affect such exclusion. The Commission further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Bonds. The Commission shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable; and (d) All officers, members, employees and agents of the Commission, the Department and the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Commission as of the date the Bonds are issued and to make and enter into covenants on behalf of the Commission evidencing the Commission's recognition of and compliance with the covenants and commitments made herein. In particular and without limiting the foregoing, any and all appropriate officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and/or enter into covenants for the Redevelopment District regarding the facts and circumstances and reasonable expectations of the Commission on the date the Bonds are issued and the representations, covenants and commitments made by the Commission herein regarding the amount and use of the proceeds of the Bonds. SECTION 14. Compliance with Tax Sections. Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution (the "Tax Sections") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption") need not be complied with if the Redevelopment District receives an opinion of bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 15. Defeasance If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal of and premium, if any, and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient monies for such purpose, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient monies for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient monies for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the BDDBOI 4912282v3 - 23 -