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HomeMy WebLinkAboutCRC-13-2001 Merchants Pointe EDACARMEL REDEVELOPMENT COMMISSION RESOLUTION NO. 1-3 BOND RESOLUTION WHEREAS, IC 36-7-14 and IC 36-7-25 and all related and supplemental statutes as in effect on the issue date of the Bonds (defined below) including IC 5-1-5 and IC 5-1-14 (collectively, "Act") authorize the Redevelopment Commission ("Commission") of the City of Carmel, Indiana ("City"), to establish an economic development area and to establish an allocation area within an economic development area providing for the distribution of property tax revenues generated within the allocation area; WHEREAS, the Commission adopted a declaratory resolution ("Declaratory Resolution") on March 14, 2001, and the Declaratory Resolution was confirmed by a Confirmatory Resolution adopted on May 24,.2001 ("Confirmatory Resolution") and amended by an amendatory resolution adopted by September 12, 2001 ("Amendatory Resolution"); WHEREAS, the Commission, by the Declaratory Resolution as confirmed by the Confirmatory Resolution and amended by the Amendatory Resolution (collectively "Area Resolution"), established the boundaries of the Merchants' Pointe Economic Development Area ("Area") and declared this area to be an economic development area, and the Area is more particularly described in the map attached to and incorporated in the Declaratory Resolution; WHEREAS, pursuant to the Area Resolution, the economic development plan ("Plan") for the Area was approved; WHEREAS, pursuant to the Area Resolution and the Economic Development Plan of the Area, the Commission designated the entire Area as an allocation area ("Allocation Area") for purposes of capturing incremental ad valorem property tax revenues levied and collected in the Allocation Area (as further defined in Section I "Tax Increment") to pay debt service on bonds issued to finance the economic development project described below and to pay certain other costs permitted by the Act and this Resolution; WHEREAS, IC 36-7-14-39.5 provides for an additional credit for property taxes in the Allocation Area payable from Tax increment, which credit may be eliminated or reduced by resolution of the Common Council ("Common Council") upon recommendation of the Commission; WHEREAS, the Common Council has taken no action to provide that the additional credit under IC 36-7-14 39.5 does not apply in the Allocation Area; WHEREAS, the Commission has found and determined that: (i) the planning, replanning, development, and redevelopment of the Area is a public and governmental function that cannot be accomplished through, the ordinary operations of private enterprise; (ii) the planning, replanning, development and redevelopment of the Area would benefit the public health, safety, morals, and welfare in, increase and economic well-being of, and serve to protect and increase propertyvalues,in, the City and the State of Indiana and would beof public utility and benefit; a nd, (iii) the planning; replarming; development and redevelopment' of the, Area„are piblic'uses and purposes for which,money may, be?spent; WHEREAS, 'the Commission finds and determines that in order to proceed, with the planning, replanning, development and redevelopment, of the Area, it is necessary -for the Commission to issue special taxing district bands;of'the'Carmel Redevelopment District (the !,'District' % in the;name of the Ciiy, payable. solely out of Tax"Increment allocated and deposited as.provided in this Resolution,.and from Taxpayer Payments (as defined in Section l), in the aggregate principal amount not to exceed One Million'One Hundred Seventy Thousand Dollars ($1,170,000),("2001'Bonds"); and,°if necessary to,issue the Notes to provide, interim Financing for the, purpose of procuring funds to be= applied on the cost of economic development, and redevelopment' in ',the. Area and .the. acquisition and construction, of certain' local public improvements,in the Area (as described. in Exhibit,A) ("Projects"), including ihe.repayment of the Notes, incidental expenses ineurred.it connection` with `the:_Prcjeets,as;provided in, the Act, capitalized interest on the 2001 Bonds, a debt service reserve for the 2001 Bonds; and costs associated.with; issuance of the Notesandthe 2001 Bonds,(" Co sts. of the Projects"); WHEREAS, the Commission estimates ihat.the total Costs,ofthe Projects,VAII not exceed $1,170;000; WHEREAS, the Com nissign;he,reby finds ttiat it is iii the,best interest of the District to sell. the 2001 Bonds <at a, negotiated sale "through an underwriter to a+ sophisticated investor or investors; WHEREAS; the 2001 Bonds'to be issued under Section. 3 of this Resolution are issued' pursuant to the authority granted in the Act;, WHEREAS' -the 'Commission on August 23, 2001, adopted a preliminary,bon&resolution ,authorizing issuance of the 2001 Bonds in an amount not to exceed. $1,300;000 and. has published and posted a,notice of determination to issue bonds and the bonds.will. not.be issued until'tlie objecting,period has expired without the filing of,an objecting.,petition; WHEREAS', ,the Commission has notified. the, State Board of Tax Commissioners of the. creation of`the.,Area; will.report,to the State Board of Tax Commissiohers the:appTopriation of the Bond proceeds, and has'-obtained all-approvals:required by law for the issuanee' of the 2001 Bonds; NOW, THEREFORE; BE IT RESOLVED BY TI-BE REDEVELOPMENT COMMISSION OF THE CITY OF CARMEL,1NDIANk, AS FOLLOWS= SECTION .L. DEFINITIONS All. terms herein- and all pronouns used in this Resolution shall be deemed to apply equally to singular; and plural and to all.genders. All terms defined elsewhere: in this Resolution 2 shall have the,meariing,given in stich,defnition. Ih this. Resolution, unless a.different meaning clearly appears from the. context: "Act" means IG. -1-5, IC 5-1-14.4 IC. 36-7-14 and IC 36-7-25 and all related and. supplemental acts in:effecvon.the issue,dates.of the 2001 Bonds. "Adjustable Rate" means any interest rate,to be borne by the 2001 Bonds other, than the Fixed' Interest` Rate. "Allocation Fund" means the- special fund established under the Act -for the Tax Increment collected in the Allocation•Area. "Alternate Letter of Credit"' means an irrevocable letter of `ctedit=authorizing drawings thereunder by the, Trustee issued by a bank,,a trust company or other financial institution and meeting the requirements hereof, which Alternate Letter of Credit shall be the same ,in all material respects:(except.as to expiration date) as the Letter of Credit. "Area`mean-the Merchants' Pointe Economic Development-Area. "Bank" means a national banking association, and, its successors and assigns. Upon issuance and effectiveness of. any-Alternate Letter. of Credit, ".Bank" shall mean the issuer thereof and ifssuccessors and assigns. "Beneficial Owner" means, with,respect,io the 2001 Bonds, a Person owning a, Beneficial Ownership interest therein, as evidenced to the satisfaction of the Trustee: "Beneficial Ownership Interest" nteans..the'beneficial -right to- receive, payments and notices with respect to the 2001 Bonds which are held by the Depository under a book entry system. .Bond Principal, and-Interest Account" means the account established under Section 11. "Bond.P.urchase Date" means any Bond Purchase Date as;defined herein. "'Bond Resolutior" or "Resolution" means this Bond Resolution, adopted by the Commission on September 12,2001,.and authorizing-the issuance ofthe 2001 Bonds,, as it may be,supplemental and amended from time to time in accordance withlits,' "Bond Service Charges',', means, for any series of Bonds, the;principal.ofand premium, if any, and,iirterest on such Bobds•for any period or'pa`yalile dt any"time, whether due on an"Interest Payment Date; atImaturity or. upon; acceleration or redemption. "Bonds" means the 2001 Bonds and any Parity.Ohligations; "Business Day" ineans a day of the .year,. other than a Saturday or Sunday, on which commercial banks located in the city, or cities in which the principal corporate trust office of the 3 Trustee; the principal office of the Remarketing: Agent, and the pcincipkl.office of the Bank are "located;. are not required or authorized: to.remain closed and on which The New York Stock Exchange.is not`elosed. "Capital Fund" means the Redevelopment District Capital Fund established under the Act. "City"means the, City of Carmel, Indiana. "Code" means the Internal Revenue Code of,10862 as amended and in-effect on the date of issuance of the'2001 Bonds and the apphcablejudicial decisions and published rulings and any applicable regulations pr9mulgated.6creunder -'Commission" means the Carmel; Redevelopment'Commi_ssion, "Costs of the Projects" means all costs of the Projects as set fortly in the recitals of this Resolutlon'and in ExhibifA- ?Debt Service" ineans"the,principal of and intefest`on-the Bonds, lease rentals on any Parity Obligations which are leases and sany f seal agency'charges.associated with the Bonds and the collection of Tax Increment-and Taxpayer"Payments. "Debt Service Reserve Accouni" means the Debt, Service Reserve Account created under Section 11, which shall ;be initially funded with $50,000 and the surplus in tax increment revenues will be deposited' into this account until it equals the Debt Service Reserve Requirement. "Debt Service Reserve Requirement" means the least of (i) maximum ,principal •and. interest due on'the'2001 Bonds; (ii) 125% of average aTjnual debt service on the2001'Bonds; or' (iii) 1'0% of the proceeds of the 2001 Bonds. "District" means the Carmel, Redevelopment- District. "First, Optional Redemption Date" means'the,lanuary 1 occurring in the year which. is, a number' of years after the Fixed Interest' Rate,.Commencement Date equal to the number of.full years;between theFixed,Interest Rate Commencement Date and the maturity date of'the:Bonds; multiplied by one-half (1/2):arid rounded up tofhc nearest Whole .nnniber. "Five Year, Interest Rate" means (a) the rate of interest' per annum detei-mined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable InterestrRate;.Adjustment Date, to be the lowest interest rate, for the Interest Rate Period commencing on,the applicable Interest Rate Adjustment Date 5nd ending on the June 30 or December 31 nearest to but not- later than the date which is -fives (5) "years from the Interest Rate Adjustment Date,, in the judgment of the Remarketing Agent'(taking,inio consideration current'traMact &s and comparable secuiitids with which the,Remarke-tirig _Agent'is°involved or of which:it is aware.and prevailing' financial market conditions) atwhich, as of such Interest-Rate .4. Determination Date; the 2001 Bonds could.be.remarketed at par; plus, accrued -interest (if any), on the Interest:.Rate AdJbstntent Date for that'Interest Rate Period, or (b) in the event that the Remarketing Agent, has been.removed or has resigned and no successor has been:appointed or the Retnarketing,Agent _ha_s:failed to :determine the Five.Year Interest Rate for-Aatever.reason, or the Five' Year.Interest-:Rate cannot be determined pursu6firto clause (a) for whatever,r'eason, the interest rate then in effect with respect.to ihe'2001 Bonds, without adjustment; provided that in no, event shall the Five Year Interesf,Rate exceedjlic: Maximum Rate. "Fixed Interest Rate" means (a) the-fixed rate of.interest per annum determined by the Remarketing, Agent; on the Interesf Rate Determination ;Date. immediately preceding the. applicable Interest Period Reset. Date, to be the lowest interest rate, for the-period from the Interest Period Reset Date to the final_matitrity date of.the 2001 Bonds, in the judgment oftlie Remarketing Agent (taking into consideration current: transactions and comparable `securities with which+_ the Remarketing Agent is involved or ofwl ich:it is:aware and prevailing, financial market conditions) at. which,, as. of such Interest Rate Determination Date,'the 200 'Bonds could, be remarketed at par,, plus accrued interest (ifany), on the InteresvPeriod Reset Date, or (b) in the event that the Remarketing Agent-'has been removed or,-has resigned and,no successor has been appointed or the Remarketing Agent has failed to deterry ine ,'the Fixed Interest, Rate for whatever reason, or the. Fixed Interest Rate cannot be determinedpursuant to clause (a) for Whatever reason, the interest rate then 4n effect with respect to the 200,1 Bonds, without adjustment; provided that in no.event,shall the Fixed,Interest Rate exceed the Maximum Rate. ".Fixed Interest Rate Commencement. Date' means the .Interest Period Reset Date from and after whichahe 2001 Bonds shall bear interest ai the Fixed.Interest Rate„as thatAate;shall be established as provided herein. "General Account" means the General Account e.stablished,under'Section 1'1. "Interest Payment Date" or "Interest ;Payment `Dates" means, (a) as to the,2001 Bonds; (i) while the 2001 Bonds .bear'imerest at the. Six Month Interest Rate_tlie One Year Interest Rate, the Five Year,Interest,Rate or the Fixed Interest Rate; the first day of each January 'and-July,, and (ii) while the 2001 Bonds bear interest at the Weekly Interest Rate, the One-Month' Interest- Rate orthe Three Month Interest Rate the first Business Day-of each month commencing the first Business,Day of.November, and, (b):as to Additional Bonds, each date or dates designated as an -Interest Payment Date or Date's in the applicable Supplemental Indenture or Bond Resolution. "Interest.Period Reset Date" means the date on wMchthe interest-rate on the-2001 Bonds converts from 'the Interest Rate Mode applicable to the 2001 Bonds prior to,such date to anew 'Interest Rate'Mode: An Interest,Period Reset Date shall be the first Busincss,Dayof.a month, provided that, upon conversion from a Six'Month, One Year or Five Year Interest Rate'Mcde; an interest Period. Aeset.,Date shall be the first'.day of a month;, and, provided further, that except when converting,frdm''a Weekly'Interest Rate Mode, an Interest-Period Reset Dafe inay not occur prior, to the endof the preceding Interest Ra'te,Eod and shall be the first day or Business Day after the end of such preceding, Interest Rate Period. 5 "Interest Rate Adjustment Date",means any`date-on which the interest fate, on, the 2001 Bonds maybe adjusted, either; as the result of the conversion of the interest rate on-the`2001 Bonds to a different Interest'R'ate Mode, or by adjustment of the interest rate on the, 200.1 Bonds within the applicable Interest; Rate Mode. Except as otherwise provided. With respect to an Interest ;Rate Adjusttent Date Which is also an Interest, Period Reset. Date, an Interest Rate Adjustment Date ;shall, be,the 'first day of the first month of the Interest Rate-Aeriod if the 2001 Bonds, bear interest at the Six Month„ One Year or Five Year Interest.Rates; the.first Business Day of a'nionth'if the 2001 Bonds bear ,interesf at the One Month or Three, Month Interest Rates; and if the 2001 Bonds bear interest ate the Weekly' Interest Rate; then the Interest Rate Adjustment.Date- shall'be Thursday of each week. "Interest- Rate Determination=Date" means (a) with respect to the Three.Month Interest Rate, the Six.Month-Interest Rate, the,OneYear Interest Rate, the,Five Year.InteIestRate and the Fixed.Interest Rate, the'tentl (10`a) Business Day preceding,,an'Interest'Rate Adjustment Date, (b) with .respect- to the "One Month Interest. Rate, the seventh (7`h) Business Day preceding an Inierest Raf_e_ Adjustment Date, and (c) with respectto the Weekly Interest Rate; not later than 2:00 p.m. according to local time at the 'principal corporate trust office of the .Trustee on Wednesday of each week, or the next preceding Business :Day if such Wednesday is not a" Business Day; provided that upon "any conversion to the Weekly Interest. Rate from a different Interest Rate Mode; the first.Interest Rate Determination Date shall.mean not later than 2:00 p.m. according,to the Ideal time at the principal "corporate trust ofF_ce of the `trustee on the Business" Day preceding thcanferest Period Reset Date. "Interest Rate Mode" means.;any''ofthose.modes of intere"st`with. respect to the 2001 Bonds permitted by thistInde.nture, specifically, the Weekly Interest Rate,, the One Month Interest Rate,.the;Three.'Month Interest Rate,: the Six-Month Interest Rate, the One Year-Interest Rate,,the Five Year Interest Rate•and.the Fixed Interest`: Rate: "Interest-Rate •Perio& means that period'oftime for:which the interest ratewith respect to the 2001 Bonds has been determined by the Remarketing Agent, or otherwise as provided in the definition 'of the applicable Interest Rate Made;, commencing on the applicable Interest Rate Adjustment Date; and terminating on the;day immediaidy, preceding ihe.followmg Interest Rate Adjustment Date: "-Letter of Credit" means (a)=the-irrevocable,letter of credit to be issued by the,Bank and delivered to theTrustee on thesariie date as the initial delivery of the 2001'Bonds and being an irrevocable obligation to make payment to the Trustee of up to the, amounts. therein specified with respect'to (i) the. principal amount of the 2001 Bonds outstanding, to enable the Trustee :to pay (A) the principal amount of the 2001 Bonds when due at-"maturity or"upon redemption or acceleration,-and (B) an amount,equal to the,principat portion of the purchase price of any 2001 Bonds or Beneficial, Ownership Interests tende`red_ for purchase; by 'the I=folders or Beneficial Owners thereof, plus (ii) the amount of interest due on the 2001 Bonds but. not to exceed forty-five (45) days' accrued; interest (or one hundredminety-five:(I95) days' accrued interest if the Bonds, bear interest at the, Six Month Interest Rate, the One Year Ititerest.Rate, the Five Year Interest late 'or the. Fixed Interest Rate) at the Maximum Rate to enable the Trustee, to pay (A) interest. on the 2001 Bonds when due:and (B) an-,amount equal to the interest portion,-if any, 6 of the_purchase price of any 2001 Bonds ar BerieficiahOwnership Interests tendered-for purchase by the..Hotders'or Beneficial Owners thereof; as the same maybe transferred,' reissued, extended, amended, to change the interest coverage period as contemplated herein, or ;replaced in accordance -witli the Indenture and the Letter of Credit; and (b) upon -the issuance and effectiveness thereof, any Alternate'Letter of Credit. "Letter of 'Credit Termination Date" means the expiration- date of the Letter of Credit (presently ) or of any Alternate Letter of Credit. "Mandatory Bond •Purchase Date" means a Mandatory -Bond Purchase Datc as 'defined herein. "Maximum Rate" means seven percent:{. %) per annum. 'Minimum Tax'Increment" means an amount equal to 100% of the Debt Service Reserve Requirement. "2001 Bonds" means the Bonds describedih Section 3. "Note Purchasc: Agreement" means the purchase.agreemcnt for the Notes authorized .by Section 7. "Note Purchaser" means the original purchaser of 'the Notes. "Notes" means the notes authorized`bySection3. "Notice Address' meansswith respectfo thelCity, the Commission and the Taxpayer. Commission: CarmelRedevelopment Commission One Civic Square Carmel, IN.46032 Attention: DepartnientofComrnunity Services_ City: Clerk-Treasurer One Civic Square Carmel, IN 460j2 Taxpayer-- ,Merchants' Pointe. Associates,,ELC 8555 Nortli River Road, Suite:-375 Indianapolis, IN 462404905 The, notice;addresses of the Tru§tee,?Registrar and Paying Agent shall` beset forth in the Acceptance attached hereto. ,One-Month Interest Rate" means"(a) the-rate.of interest per annurn dete_mtined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Infefest Rate Adju5iment'Date, to be the lowest interest rate, for the Interest.Rate Period "Commencing on the applicable. Interest-Rate Adjustm"ent.Date,to and'includiIng, the day' preceding the- first Business Day of the nexcinonthjn the judgment of-the ,Remarket ng Agent. (taking into consideration current transactions and comparable securities with which the Remarketing', Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of-such Interest Rate Determination. Date„ the 2001 Bonds could be remarketed-atpar,-"plus accrued interest (if-any), on the Interest Rate Adjustment Date for that, Interest Rate Period, or (b) in the event that the Remarketing-Agent has been removed or has resigned-and no successor has-been appointed;'or the RemarketingAgent has failed to determine the One Month .Interest Rate for whatever reason; -or he,, One Month. Interest Rate cannot be. determined, pursuant to clause (a),Tbr whatever reason,-the interest'rate theniin effect with respect to the 2001. Bonds,"without adjustment; provided"that in no event shall the One Month Interest Rate exceed the Maximum Rate.. "One Year Interest. Rate" means^ (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Det_ermiriation Date immediately preceding, the applicable Interest Rate Adjustment Date; to be the lowest interest;rate, for the Interest-Rate Period commencing on the applicable..Interest Rate. Adjustnient`Date-and ending on the June 30 or.December3, I nearest, to but not later than the daie.:which is one year-from the.Interest Rate Adjustment Date; Jn the judgment of the Remarketing Agent (taking into consideration current .transactions and comparable `securities with which, the Remarketing Agent is involved ,or` of which it is aware and prevailing: financial- market-conditioiis) at which,nas of such Interest Rate Determination Date, the 2001 Bonds could he remarketed at par, plus:acer}ted interest (if any), on the Interest-Rate-Adjustment Date for that:Iitterest Rate' Period, or (6) in the event,that the Remarketing Agent'has:been removed or has resigned andno successor has been appointed,.or the Remarketing Agent.has failed to deterthinethe One Year Interest Rate for. whatever reason, or the-One Year Interest Rate-cannot, be determined pursuant to clause (a) for whatever reason, the interest,raie;then in.effect with respect, to the 2001 Bonds, without adjustment; provided that in no event'shall'the One Year Interest Rate exceed.the Maximum Rate. ",Owner" means aregisicied owner-of the -Bonds. "Parity Obligations" means any obligations (including. leases) of the Commission issued on.a.parity ?vith'the 2001 Bonds under'S'ectioi 12. °Paying Agent" means the Paying Agent so designated "under Section 3(F) or any successor Paying Agent appointed under this.Resolution "Pledged Bonds"- means 2001 Bonds or Beneficial Ownership; Interests registered or recorded in the name of the Bank and securing obligations of the Issuer under the Reimbursement Agreement,as,provided herein. "Projects"-means=the, construction of certain road and.drainage improvements andtraffic signals;as'described in Exhibit,A. "Purchase Agreement" means the.Bond. Purchase Agreement.for•the,2001'Bonds. "Purchaser" means the.McDonald Investments, Inc., the:underwriter forthe 20ol Bonds.; "Qualified' Investments` means: any direct•obligation.of the United States of America or other, investment,in which the Commission is permitted,by Indiana law to invest at.-the time. of investment. "Registrar" means the Registrar so designated under Section 43(F) or any successor Registrar appointed:under.this Resolution. "Regular, Record Date" ineaas,,with, respect'-to any Bond, the fifth (5'r')'Bbsiness Day next preceding an.Interest Payment-Date applicable to that Bond. "Remarketing Agent" means, initially, McDonald Investment, Inc., and any Person meeting the qualifications'. hereof and-designated from time to time.to aet.as Remarketing Agent hereunder: "Remarketing Reimbursement Fund" means the Remarketing Rginrbursernent Fund created in Sections hereof. "Six Month, Interest.Ratc" means (a) then rate, of interest per annum determined: by the Remarketing Agent; on the 'Interest Rate Determination Date 'immediately preceding the applicable Interest Rate Adjustment Date, to be the lowest interest "rate, for the Interest Rate Period commencing on:the applicable Interest Rate=Adjustment Date and ending on the June 30 or December 11 nearest tobut not later than-the date which is six (6) months from the Interest Rate Adjustment Date, in the judgment 'of the Remarketing Agent (taking into consideration current transactions and, comparable„securities. with which the Remarketing Agent (taking into consideration°currenttransadtions and compai"able.seciirities with which the Remarketing Agent is involved or of-which It is, aware and prevailing financial market conditions) at'Which, as of such hiterest.Rate Determination. Date, the 2001 Bonds could be remarketed at.par,cplus accrued interest (if any), on the Interest'Rate.Adjustment Date for that lnterest Rate Period, or'(b) in the event that the Remarketing Agent has been removed or has resigned and no successor: has been appointed, or the. Remarketing Agent has failed to determine the Six Month interest,Rate for whatever reason, or the Six--Month Interest Rate cannot be determined pursuarit.to clause,(a) for whatever reason, ahe interest. rate then yin effect with, respect to the 2091 Bonds, without adjustment; provided that in no event shall the Six'Month Interest' Rate exceed the Maximum Rate: "State"`means the State of Indiana. "Tax Increment" means all,real propertytax proceeds,from the askssed'valuation of real property in`the Allocation Area in excess of the assessed valuation described in 1C, 36=7-I 4- 39(b)(I) minus the additional credit under IC 36-,7-14-39.5, as such statutory provision exists on the date of the issuance of the 2001"Bonds. "Tax Increment Subaccount" means the Tax Increment Subaccount established under Section 11 of this Resolution.. "Taxpayer" shall mean, Merchants' Pointe Associates, LLC_, an Indiana limited lialiility company and respective°assighs,or,successors in interest. "Taxpayer Agreement'-' shall,pean-the Taxpayer Agreement, dated as of September t, 2001, between the Commission and the Taxpayer. "Taxpayer Payment Subaccount" means the Taxpayer_Payment Subaccount established'in the Bond Principal and Interest Account under Section I I of this Resolution. "Taxpayer Paymehts" shall mean the; payments made by :the Taxpay_ei under the Taxpayer Agreement, securing the 2001-Bonds. "Three,Month Interest" Rate" means (a) the-rate of interest per annum determined'by the Remarketing Agent, on the 'Interest Rate Determination Date immediately -preceding the applicable. Interest.:-Rate Adjustment Date; to be the lowest `interest fate, for the -Interest Rate Period commencing. on the applicable Interest Rate, Adjustment Date to and including the day preceding the first Business"Day of the January: April,,,July or October nearest to but not later than the date'which"is?three (3) months,from-the Inferest,Rate Adjustment Date; inthe judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which'the Remarketing Agent is involved or of which it is aware and prevailing financial market, conditions) at which, as of such, Interest Rate Determination, the 2001 Bonds could be remarketed.,'at pa'r, plus accrued interest (if any);,on the Interest Rate Adjustment, Date for that Interest Rate Period,;or (b) in the eyent'that the Remarketing Agent-has been,removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Three Month Interest Rate forwhatever reason, or the T-hme Month interest Rate cannot-be determined pursuant to clause (a} for whatever reason, the-interest rate='then in effect with respect to the;2001 Bonds; without adjustment; provided tlia_t in no event shall the Three Month Interest Rate exceed the Maximum Rate. "Trustee means the trustee as appointed pursuant to Section 3(1`) or any successor Trustee appointed under this Resolution., l0 "bUeekly Interest. Rate" means (a) the ;rate of interest per annum determined by the Remarketing Agent on the Interest Rate. Determination D'aie immediately' -preceding the applicable -Interest. Rate,Adjustments Bate, to be the lowest interest rate, for the Interest' Rate Period of one week (or..less in the case of any such Interest Rate Period'..commencing on an Interest Period ReseVDate which i's :not a Thtir`sday" or ending. on the day. preceding an Interest Period Reset, Date) commencing., on. the applicable Interest Rate Adjustment, Date, in the judgment of the Remarketing Agent (taking into consideration current' transaction and comparable securities wiifi which the Remarketing Agent i0rivolved or of which it,is.aware and prevailing financial market conditions) at.which, as-of such interest Rate Determination Date, the 2001 'Bonds 'could be "remarketed, at par, plus accrued interest (if any), on the Interesi;Rate Adjustment Date,for that Interest-Rate Peridd,.or (b) in the event that the Remarketing Agent has been removed or has resigned and.no successor has-.been appointed', or the Remarketing Agent has -failed to determine 1he'Three Month Interest Rate' for whatever reason, or the, Three Month interest.-Rate cannot be determined`pursuam to clause (a).for whatever reason, the interest rate then in effect with.respect to `the 2001 Bonds, without,adjustment; provided that-in.no event shall the Tliree.Month Interest-Rate exceed,the Maximum Rate'. SECTION 2. GRANTING CLAUSES (t'1) he, 'Commission, in, consideration of the :premises :and, of the -purchase and acceptance of the.2401 Bonds by the Owners, in order to secure the paymem,of the Debt Service on the Bonds according to their tenor and effect-.and' to secure the performance., and observance by the Commission.o€ail covenants expressed or implied herein and in the_Bonds;;does hereby pledge the rights, nterests,.properties, money- and other assets described below ("Trust Estate") to the Trustee for the benefit of the Owners of the 2001 `Bonds 'for 'the securing of the performance of the. obligations of the Commission set,forth in this Resolution,.. such pledge to be effective, as set forth in IC 5-:1-14= 3 without the recording of this, Resolution of any other instrument: (1) All cash and securities now, or -hereafter held in ttie Capital Fund and the Allocation Fund and the investment. earnings thereon and all, proceeds thereof (except to the extent transferred or disbursed fr6m 'such funds and accounts from time to time in accordance with this-Resolution); (2) All Tax Increment and Taxpayer. Payments -'required to, be deposited `foi the benefit of the 2041 Bonds under this.Resolui on; and. (3) Any money hereinafter pledged to the Trustee `as security to the extent of that pledge;, provided, however„that if the Commission shall.pay,or cause4o he paid, or therershall.:othcrwise. be paid,or. made provision for payment of Debt Service on ihe.2001;Bonds:due,.or to become due thereon, tifthe times and in the'rtianner mentioned in the.Bonds; and shall pay or cause to, be paid or there shall otherwise be paid .or made provision,for payment to the Owners of the outstanding: 2001 Bonds.:of all sums of money due or to become due according to the: provisionsthereof-then. 31 this Resolution and the rights hereby granted.shall,cdase, terminate and'be -void; otherwise this Resolution sha11 be and remain in-fult•farce and effect. (B) The Commission, in consideration of the premises and of, the purchase; and acceptance of the Notes by the' Note Purchaser according: to their "tenor and effect and to-,secure the performance and observance.by. the Commission of all covenants expressed or, implied herein and in the Notes, does ilel.Ay "pledge the proceeds of the 200.1 Bonds to the repayment of the Notes for the benefit-.of,the owners of the Notes for the securing oPthe performance: of the obligattons?'of the Commission set forth in this, Resolution, such pledge to be effective as set forth. in iC 5-1-14-4. without recording of this Resolution or, any other ihstrumerit; .provided, however; that if'the Commission shall pay or- causeto be paid,,or there shall otherwise be.paid or made provision of'delt'service on the Notes due; or to become due thereon,.at the-times.and in the manner- mentioned;in the Notes; and•shallpay. or.cause to be paid or there shall otherwise be paid or made provision forrpayment to=the'owners of the ouistanding Noiestof all sum'of money due or to become dub according ,to the provisions hereof, then this Resolution and the rights hereby granted shall cease,;terminate and be void; otherwisemthis Resolutiowshall.be and remain in full force-and effect. (C)' Thus. Resolution 'further witnesseth, and it is expressly declared, that all Notes and Bonds issued and secured hereunder are to.be issued, authenticated and.dehvered, and'all these properties; rights and interests, including; without limitation, the-amounts hereby-pledged, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants agreements, trusts,,,uses and purposes hereinafter expressed,,and the Commission has agreed,and covenanted; and does hereby agree-and covenant, with'the:respective,Owners, from. time to time, of the Notes and the Bonds,.or any part-thereof; as provided in this Resolution. SECTIONS. THE-:NOTES AND THE 2001 BONDS (A) (1') The Commission, acting in the name of the.Cfty,,may issue the Notes for the purpose of procuring interim financing to apply to the Costs of "the. Projects; The Commission shall issue the Notes, in an 'aggregate amount not to exceed One Million, One Hundred Seventy- Thousand- Dollars ($1,170,000) to be, designated "Redevelopment District Bond Anticipation Notes of 200,1 A" (to be: completed with the :year in which the Notes are issued):" The Notes shall bedated -as of the date of delivery and shall bear,interest' at a rate or rates not to exceed seven perecnt (7%o)°perannum payable at maturity or upon'redemption prior to maturity. The, Notes shall be sold it.no less,than the par value thereof. The term,of the Notes, including. any renewals or'extensions;-may not exceed five (5) years from the date of the original issuance of the Notes. The Notes are subject to prepayment in,whole or in part at the option of the7Conimission on any d'ate,after the date,th_at is one hundredl.venty (120) days after,-the.issue date of the Notes upon seven (7) 'days written' notice'to the registered owners of the-Notes' at their face value,plus.:interest accrued to the redemption: date. .The.Notes,shall beissued in fully registered form and shall be lettered and numbered separately from 1 consecutively upward, arid' with. such further or alternate designation as the, Registrar. may determine and shall be issued in ininimtun -denominationsof $5,000rand in integral multiples of_$5;000 thereafter. 'The: principal of and interest on the Notes;are payable solely from the,procee&. of the 2001 .Bonds, and the, Commission, acting in the name of the Ciiy„shall have not obligation to repay, the-principal of or 12 interest on the Notes except from proceeds of the 2001 Bonds. The Commission may receive payment on the Notes in installments. (2) The Commission further finds that all or a portion of the Costs of the Projects may be paid from proceeds of the Notes and from proceeds of the 2001 Bonds under the Act and that the Projects will provide special benefits to property owners in the Area and will be of public use and benefit. The Commission further finds that in order to proceed with the planning, replanning, development and redevelopment of the Area and the repayment of the Notes, it is necessary for the Commission to borrow funds by issuing special taxing district bonds of the District, in the name of the City, payable out of Tax Increment, allocated and deposited as provided in this Resolution and from Taxpayer Payments in the aggregate principal amount not to exceed One Million One Hundred Seventy Thousand Dollars ($1,170,000) to procure funds to be applied to the Costs of the Projects. (3) The 2001 Bonds shall be sold at a purchase price of not less than the par value thereof minus a discount plus accrued interest. The 2001 Bonds shall be issued by the Commission in the name of the City, and shall be designated "Carmel Redevelopment District Adjustable Rate Tax Increment Revenue Bonds of 2001 A." The President of the Commission is hereby authorized and directed to negotiate with the Purchaser the terms of the.sale of the 2001 Bonds consistent with this Resolution. The Clerk-Treasurer of the City is hereby authorized and directed to have prepared and to issue and sell to the Purchaser the 2001 .Bonds, payable solely out of the Trust Estate, as set forth herein. The purchase price of the 2001 Bonds, together with investment earnings on the proceeds of the 2001 Bonds, does not exceed the total as estimated by the Commission of all Costs of the Projects. (B) (1) The 2001 Bonds shall be issued in fully registered form and shall be lettered and numbered "R-1" and shall be issued in a minimum denomination of $100,000 and multiples of five thousand dollars ($5,000) thereafter. (2) The 2001 Bonds shall be dated as of the first day of the month in which sold and shall accrue interest from that date at a rate or rates not to exceed seven percent (7%) per annum. The actual rates to be determined by negotiation with a final maturity not later than twenty (20) years from the first February 1 after the 2001 Bonds are delivered and with principal payable semi-annually on February 1 and August 1 on a schedule that will retire the 2001 Bonds as quickly as possible based on, reasonable projections of available Tax Increment and allowing for sufficient coverage to market the 2001 Bonds. The 2001 Bonds may be subject to mandatory sinking fund redemption as determined upon sale of the 2001 Bonds. (3) Interest on the 2001 Bonds shall be payable on each February I and August 1 beginning on February 1, 2002. (4) The 2001 Bonds shall bear interest at an Adjustable Rate or the Fixed Rate all as more specifically set forth hereinafter. The 2001 Bonds shall mature on February 1, 2021, subject to prior redemption as set forth herein. 13 From the date of their initial` delivery through October 1„2001, the interest rate on the 2001 Bonds shall be that rate, per annum, not to exceed. the 'Maximum Rate, as shall be established, in the Bond Purchase Agreement., Thereafter,except as provided herein, the 2001 Bonds shall. bear. interest at the Weekly Interest Rate and; for each succeeding Weekly Interest Rate period, the. interest ,raie;on the 2001 Bonds ;shall be the Weekly Interest Rate for-such Weekly Interest-Rate period as establi"shed oh the Interest Rate Determination" D'ate,irittnediately preceding,he commencement of such Weekly Interest Rate period. On the.f?st Business: Day of November, 2001„ and on any-Iiiterest'Period Reset Date thereafter, the interest rate on the 2001 Bonds may be converted to:a-diffbrealmerest'Rate Mode upon receipt by thee Trustee and the Remarketing Agent of a written direction from the Commission approved in writing by the Bank; not,less than forty-five (45) days •prior'to such Interest: Period ResovDatc, to convert the interest„rate on the 2061 Bonds+to an Interest-Rate' Mode other than the Interest Rate Mode then in effect. Except when converting from the Weekly Interest Rate Mode; no,lnierest.Period Reset Date shall be earlier than die day after the end' of the.last Interest Rate ;Period for the Interest Rate Mode: in .effect on the; date of such direction from the Commission,'the end of such Interest Rate.Period to be determined as'ifsuch direction had, not, been ;given; Such direction to convert the interest rate on the 2001 Bonds to :a different Interest Rate Mode.'shall be accompanied by (a) an opinion of Bond Counsel, selected by the Commission delivered to the Trustee, the. Bank-and the:--Remarketing Agent, slating,that such conversion to the specified Interest Rate Mode will not, adversely affect tI e exclusion of the interest on the 2001 Bonds from gross income- for federallmcome tax purposes, (b) a written certificate of'the.. Remarketing Agent stating: that, the interest coverage period provided by the Letter of Credit is. appropriate for the Interest-Rate Mode directed to be;in effect'and that the Letterof Credit Termination Date. is;no earlier than.-fifteen (f5) days.after the end of new Interest Rate Period„ or if the conversion .is to the, Fixed Interest Rate, that the termination date of the Letter of Credit is no earlier than fifteen (1,5).d4ys after the First Optional Redemption' Date; and (c) a written certificate of the Remarketing. Agent stating that it,has ;received certifications, opinions'or'otherevi;dence satisfactory to it that there has been or will be complianee' with any applicable, state, or,federal securities'law requirements. If the, 2601 Bonds bear,. interest at the Weekly`Interest'Rate; the One Month Interest Rate-or the.ThreeMonih Interest Rate,;the interest coverage period for the Letter of Credit shall be at.leasi •forty-five (45) days of interest-at the Maximum. Rate. If the 2001, Bonds bear, interest at the 5ix'Month Rate, the 'One Year Interest Rate, the Tive Year Interest Rate or the, Fixed Interest Rate; then the interest coverage period for the: Letter of Credit shall .beat least one hundred ninety-five (195) days of interest. at. the Maximum Rate. The-Developer shall be required to.provide a Letter of Credit or an,A1ternate Letter of Credits which will provide the appropriate -interest coverage. Notwithstanding any provision of this, paragraph, no conversion shall be effective,(i) if;the proposed, conversion is to a .One Year Interest Rate, Five Year Interest.Rate or Fixed Interest Rate'and the Issuer°makes,an election on,or prior to the day, immediately,succeeding;any- imcresi.Rate Determination.Daie not to.pmceed with,the proposed conversion bf (ii) the Trusted. has'not,teceived-oh the..effective date of such conversion an opinion of Bond`Counsel•to the same,effects.as described:inclause (a) of this paragraph above. In either such. event; the.Interest-Rate- Mode for the. 2001 Bonds will, remain ,as'the Interest Rate Mode then in effect for the 2001 Bonds without 'reghfd to any proposed conversion. The 2601 Bonds will continue to'be.subject'to tender for purchase on the scheduleeffective date of theproposed conversion without regard to the failure of such proposed 14 conversion. If the Trustee shall have sent any notice: to Holders regarding 'the proposed conversion, then in the evenf.ofa failure of-such conversion, as specified above, the Trustee shall promptly notify all Holders or--Beneficial Owners of such failure, of the reason for such failure, and of the continuation-of the Interest Rate Mode then>in effect. On ea?h.lnterest Rate,Deterinination Date, the Remarketing Agent shall give the Trustee telephonic notice (imtediately confirmed in writing) of the interestrate°to.be borne by,,the 2001 Bonds for the following Interest Rate Period; provided that if the interest rate is determined pursuant to clause.(b) of the definition of the applicable Interest Rate.Mode, on the,Interest, Rate Determinaiion,.Date, the Trustee. shall give notice to the Commission and the Bank as above provided: If the-interest: rate on;the, 2002 Bonds is converted to a diffcrent.Interest Rate Mode, at least thirty (30) days prior to the Interest Period Reset,Date the Trustee shall confirm, by first class mail to all Holders,,, that upon:such,Interest Period Reset Date. the 2001. Bonds. shall be converted 'to a different Interest Rate Mode; which Interest. Rate Mode shall be specified, and that all 2601 Bonds and Beneficial Ownership Interests shall be-subject to a,,mandatory tender pursuant to Section (4),hereof, subject to the-right of the Holders or. Beneficial Owners to affirmatively elect, to waive the mandatory tender and retain! their 2001 Bonds or Beneficial Ownership hiterests: Interest shall be calculated on the basis of -a three hundred sixty (360)-day year of iwelve (12) thirty (30)-day months so long as interest is,payable?at;the Six Month Interest Rate, the One year Interest Rate; the FiveYear Interest, Rate or the Fixed 'lnterest..Rate: Interest, shall be calculated on,'the 'basis of'a,year or, three hundred sixty-five (365) or three hundred sixty=six, (366) days; as applicable; for the,number ofdays`actually elapsed so long•as"interestis payable at the Weekly Interest Rate, the One Month Interest Rate or the Three Month.Interest Rate. Interest shall be payable on each Interest;Payment.Date for the period commencing on the immediately preceding-Interest PaymentDate and to and including the day immediately preceding such payment date. .Any calculation of the interest rate to be borne by the -2001 Bonds. shall be rounded to'the nearest one=hundredth,of one percent (0.01%o). The computation ofthe interest rate on the 2001 Bonds by the, Remarketing Agent or the Trustee, as applicable, shall be binding and "conclusive upon the Comtission; the Bank, the Beneficial Owners and the Holders of the 2001 Bonds. (5) (a) While the 2601 Bonds bear interest at ther0ne Month Interest Rate; the Three Month Interest Rate, the Six Month lnteresf-Rate, the One?Year Interest Rate orthe Five Year Interest Rate,,on eaeh Interest Rate Adjustinent:Date (a,"Bond'Purchase Date") each,Holder andeach Beneficial Owner shall have the option to tender ,fur purchase at one hundred percent (100%) of the principal amount thereof,, all of the 2001 Bonds owned.by such Holder„ or all Beneficial Ownership Interests owned by such-Beneficial. Owner, as applicable,, or in either case) such.lesser principal amount,thereof (in denominations of One Hundred Thousand Dollars ($160,000) or integral multiples 6f.Five Thousand Dollars ($5,000) in'excess thereof;. provided that the'untendered portion of any 2001 Bond or Beneficial Ownership Interest shall be, One Hundred "thousand Dollars ($190,000) or ntore in principal amount) as:such Holder or Beneficial Owner, as applicable; inay specify in accordance with the terms, conditions and lintitations 15 hereinafter set forth. The purchase.•price for each such 2001 Bond or Beneficial Ownership Interest,, or portion thereof,,shall.be payable in lawful money of the United' States of America by. check or, draft, shall equal the principal.amouni, or such poriion thereof, to be purchased and shall be paid.in full,onthe applicable Bond Purchase Date.. (b) While the 240,1 Bonds bear=interest at the Weekly,Interest Rate, each Holder and each Beneficial., Owner'sliall have the- option to tender_ for 'pur_chase;;.at one hundied percent (100p%) of the principal amount thereof plus accred interest to the purchase date (a "Bond Purchase Date"), all of the 200..1, Bonds owned by. such, Holder,,or all Beneficial. Ownership Interests owned'by such' Beneficial Owner, asap"plicable;-or (in either case)^,such lesser principal amount thereof (in denominations of One Hundred Thousand Dollars ($100;000) or-integral multiples of'Five Thousand Dollars ($5,000), in excess thereof, .provided that the untendered portion of any Project Bond or Beneficial Ownership. Interest shall .be One Hundred Thousand Dollars ($100,000) or more in principal amount) as such Holder of Beneficial Owner, as applicable,, may spacufy in accordance with the terms, conditions. and limitations hereafter set forth: The;purchase price' of each auch:2001' Bond or Beneficial Ownership Interest shall be payable in lawful money of the United States of America, and shall 'be paid in full, on the applicable'Bond Purchase Date. (c) To exercise, the option granted in Section (3)(a)' hereof, the Holder or Beneficial Owner, as applicable, shall (i) no earlier than fifteen (15) days before-the Bona Purchase Date and no later than f1 Ma, m. according to the local time at the principal corporate trust,office?of the Trustee on the eighth (8th) Business•Dayprior to-the Bond.Purchase Date, or in the event the 2001, Bonds' bear interest.atthe One Month Iriterest Rate, the fifth (5th)Business Day prior to the Bond Purchase Date; give notice'to the Trustee by telecopy or in writing which?states (A) the name and address of the. Holder or Beneficial. Owner, as applicable, (B) the-principal amount, CUSIP number and Bond numbers of the 2001 Bonds or Beneficial Ownership. Interests. to be purchased; (C)'ihat such-2001-Bonds or. Beneficial. Ownership Interests, are:to be purehased on such Bond. Purchase, Date pursuant"to,the terms;herepf, and (D) that such notice is irrevocable; (ii) in the case of a, Beneficial Owner, provide the Trustee with evidence satisfactory to the Trustee of such Beneficial Owner's Beneficial Ownership interest; (iii) in the case of a Holder; no later than 10:00 a:m.. according to the local time at the principal `corporate trust office of the Trustee on the seventh f7th) day-preceding such Bond Purchase Date (or the-next preceding Business Day if such severith.(7th) day'is?not a Business Day.), or in the event the-2001. Bonds bear interest at-the One-Month Interest Rate, the,fourth (4th) day preceding such Bond Purchase Date (or the=next preceding Business.Day if such fourth (4th) day is not a Business:Day), deliver to the principal corporate trust office of the Trustee the 2001 Bonds. to be purchased in proper form, accompanied by folly completed and.executed Instructions to-Sell, the form o£which shall be printed on the 2001 Bonds;,,and,(iv) in the;case of a Beneficial Owner, no later than 10:00 .a:rn. (according to the local time at'the principal corporate trust office of the Trustee) on the -Bond Purchase Date, cause,: the. transfer of;thecBenefcialOwner's,Beneficial,Ownership. Interest on the records of the Depository; in,accordance With the instructions of the Trustee. To exercise the option, granted. in Section (3)(b) hereof, the Holder or Beneficial. Owner, as-applicable shall (i).give notice'to the Trustee by telecopy or in writing which "states. (A)Yhe name'and address of the, Holder, or Beneficial Owner, as applicable, (B) the principal amount, 16 CUSIP P-number and Bond numbers of`thc?2001 Bonds.orBeneficial.Ownership Interests to be purchased, (C) the,date.on which.such 2001 Bonds:orBeneficial Ownership are tote purchased, which Bond Purchase, Date shall be a Business Day not,prior to the seventh (7th) day acid not later than the. fifteenth;(15th) day, next. succeed ing thedate of giving of'such -notice to-the Trustee and, ifthe interest rate,on_the 2001 Bonds.i's to be, converted from the Weekly Interest Rate to a new Interest-Rate-Mode,. is a.date no later than the Interest,Period Reset. Date' with respect-tp the new interest Rate Mode, and (D) that such notice is.irrevocable; (ii)?m the case ofa Beneficial Owner, provide the Trustee with evidence,satisfactor.y 0 the Trustee of such Beneficial Owner's Beneficial Ownership Interest;, (iii) in the case ofa EIolder, no later than ;I0a00 a.m: according to the local time. at the principal corporate trust office of the, Trustee on the,second (2nd) Business Day immediately preceding the applicable Bond Purchase Date; deliver to the principal corporate trusvoffice of,theTrustee the 2001 Bonds, to be purchased'"in proper form, accompanied'byfully completed and executed Instructions to Sell, the form of.which shall be printed on-, 200i Bonds; and (iv) in the case of a B`enefici'al Owner, no later than °10:00'am. (according, to the. local time at, the principal corporate trust office of the Trustee) on the. Bond. Purchase. Date, cause the transfer of the Beneficial Owners; Beneficiai -Ownership Interest on the records, of the Depository in accordance with the instructions of-the Trustee. In the case of -a 2001 Bond or' Beneficial Ownership Inieresi or portion thereof to be purchased prior to an ;Interest Payment Date and after the Record Date in,respect thereof, the Holder or Beneficial Owner, as applicable, shall deliver a,due-bill check, in form satisfactory to the Trustee,.for, interest due on such Interest Payment Date. Any 2001 Bonds fot which a notice of tender has, been given by the Holder shall be deemed to be tendered for. remarketing, notwithstanding any failure of `delivery of such 2001 Bonds to the Trustee. 'Subject to the right of such Holders to?.receive;therpurchase price of such :2001 Bonds and interest. accrued thereon to the 'day preceding the applicable Bond Purchase 'Date,, such 2001 Bondsshall be null,andvoid and, the Trusteeshallauthenticatesand deliver new 2001 Bonds in replacement tliereof'pursnant'to the remarketing of such 2001 Bonds or the pledge ofsuch 2001 Bonds to the Bank in,lieu ofremarketing such 2001 Bonds. Any Beneficial Owners who have elected' to tender Beneficial Ownership Interests shall, be obligated to transfer such,Beneficial Ownership Interests on the records of the Depository. (d) Upon the giving' of the notice pursuant to Section (3)(c) hereof with respect to 2001 Bonds or Beneficial Ownership Interests or portionsof either, the Holder's tender of such 2001 Bonds or portions thereof' or the Beneficial 'Owner's tender of'Beneficial Ownership Interests or portions thereof shall be irrevocable. Upon receipt of the 2001 Bohds,• the Trustee shall determine whether Instructions to Sell.have been properly submitted and,its.determination shall be binding. If less than all of '2001 Bond so delivered or deemed tendered, is to `be purchased, the 'Trustee shall authenticate one or more 2001 Bonds in exchange therefor, registered in the name of such Holder, having the,aggregate principal amount :being, retained,by such Holder,an`d,shall deliver such authenticated 2001 Bond or'2001,I3onds to such Holder. (e) Whiletendered. 2001 Bonds are in the custody of the Trustee pending purchase pursuant hereto; the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered 2001 Bonds through the day, preceding the applicable. 17 Bond Purchase Date is to fie paid from the Bond Fund as if'such 2001 Bonds had not been tendered,for purchase.. (f) Notwithstanding, anything herein to the contrary, any,2001 Bond, or Beneficial Ownership Interest or portion, thereof tendered hereunder will not .'lie purchased if -such 2001 Bond or portion thereof matures or is redeemed on.or prior to the applicable Bond Purchase Date. (6) If at any time the Commission shall convert the merest rate on the 2001 Bonds to a different Interest' Rate Mode_ inaccordance with the provisions, hereof-, orrthe.Interest Period Reset Date upon which:su6h conversion is effective, all 2001 Bonds and Beneficial Ownership Interests shall be subject to mandatory, tender by the.I-tolders or Beneficial Owners thereof for purchase on the. Interest Period Reset Date. (a "Bond Purchase. Date") at a price of one hundred percent (100%) of the principal 'amount thereof plus accrued interest to such. Bond Purchase Date, Notwithstanding such .mandatory -tender, any Holder or Beneficial Owner may elect to retain its-2001 Bonds~oi Beneficial Ownership Interests by delivering, to the Trustee a written notice-no later than 11:00 a.m. according?to the local time at the principal: corporate, trust office of the Trustee on the eighth (Mh) Business Day prior. to such, Interest Period Reset Date or by 11:00 a.m.,according to the local time at the principal corporate trust office of the Trustee on the fifth (5th) Business Day prior to such, Interest Period Reset-Dateif the Interest; Rate Mode is to be converted to the.'One Month Interest Rate; which notice shall state that (a) such,Holder,cr- Beneficial Owner realizes that the,2001 Bonds are-being converted' to bear interest at the applicable Interest Rate Mode, (b) unless the'ihterest r&te.on the 200T Bonds is being converted. to the Weekly Interest, Rate, such Floldcr or Beneficial Owner realizes that the next Bond Purchase Date upon which the, 2001 Bonds or Beneficial Ownership Interests maybe tendered for purchase is the, -next Interest °Rate, Adjustment Date or, if'such 2001 Bonds ,are being, converted to the Fixed Interest- Rare, that ,such 2001 Bonds or Beneficial Ownership Interests may no.'longer be tendered=for purchasc; (c) silch Holder= or Beneficial Owner realizes "that,_any securities rating on the Bonds -may be withdrawn or lowered, and, (d) such,Holder or Beneficial Owner affirmatively elects to-hold its.,2001 Bonds or-Beneficial Ownership Interests and receive interest at the applicable Interest Rate Mode: 2001,Bonds.& Beneficial Ownership Interests with'respect to which the Trustee _shall not have received the election required by<the, preceding paragraph shall be deemed-to have been tenderedfor purposes, of this Section whether or not the Holders,or, Beneficial Owners: shall have delivered such 2001 "Bonds or Beneficial Ownership Interests to the Trustee and without further action by the. Holders with regard to 2001 Bonds or, the Beneficial Owners with regard to Beneficial Ownership Interests.. Subject to 'the.right of the Holders or Beneficial Owners of such 2001 Bonds orJBeneficial Ownership, Interests to-receive the.purchase price of such 200t Bonds or Beneficial. Ownership Interests-and interest accrued thereon'to the Interest PeriodAeset Date, such 2001 Bonds ofidnefcial Ownership. Interests shall be null and void: and the Trustee shall authenticate and deliver new 2001 Bonds in?replacement thereof or new Beneficial Ownership interests shall be:recorded on the records of tite Depository`pursuaru to. the,rernarketing-of such 2001 Bonds-or Beneficial Ownership Interests or the, pledge of such 2001 Bondsoof Beneficial Ownership Interests to the Bank in lieu of remarketing such, 2001 Bonds or Beneficial Ownership Interests as, described in _Section'6.20 hereof. 18 (7) If at any time the Developer shall provide for the delivery to the Trustee of an Alternate Letter of Credit in accordance with the provisions hereof, on a date selected by the Commission, with the consent of the Trustee, which date shall precede the Replacement Date, by at least five (5) Business Days (a "Bond Purchase Date"), all Project Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders or Beneficial Owners, as applicable, for purchase at a price of one hundred percent (100%) of the principal amount thereof plus accrued interest to such Bond Purchase Date. At least thirty (30) days prior to the Bond Purchase Date the Trustee shall confirm, by first class mail to all Holders, that an Alternate Letter of Credit is to be delivered by the Issuer to the Trustee. Such notice shall advise the Holders of the Bond Purchase Date, of the financial institution providing the Alternate Letter of Credit and, if the 2001 Bonds are then rated by a Rating.Service, shall advise of the rating of the 2001 Bonds upon provision of the Alternate Letter of Credit and shall advise the Holders of the requirements hereof and confirm that such requirements hereof have been met, and that all 2001 Bonds and Beneficial Ownership Interests shall be subject to mandatory tender pursuant to this Section, subject to the.right of the Holders and Beneficial Owners to affirmatively elect to waive the mandatory tender and retain their 2001 Bonds or. Beneficial Ownership Interests. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain its 2001 Bonds or Beneficial Ownership Interests by delivering to the Trustee a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the eighth (8th) Business Day prior to such Bond Purchase Date, which notice shall state that (a) such Holder or Beneficial Owner has received notice of and realizes that the Issuer is delivering an Alternate Letter of Credit to the Trustee and (b) such Holder or Beneficial Owner affirmatively elects to retain its 2001 Bonds or Beneficial Ownership Interests.. 2001 Bonds or Beneficial Ownership Interests with respect to which the Trustee shall not have received the election required by the preceding paragraph shall be deemed to have been tendered for purposes of this Section whether or not the Holders shall have delivered such 2001 Bonds to the Trustee and without further action by the Holders with respect to 2001 Bonds or the Beneficial Owners with regard to Beneficial Ownership Interests. Subject to the right of the Holders or Beneficial Owners of such 2001 Bonds or Beneficial Ownership Interests to receive the purchase price of such 2001 Bonds or Beneficial Ownership Interests and interest accrued thereon to the Bond Purchase Date, such 2001 Bonds or Beneficial Ownership Interests.shall be null and void and the Trustee shall authenticate and deliver new 2001 Bonds in replacement thereof, or new Beneficial Ownership Interests shall be recorded on the records of the Depository, pursuant to the remarketing of such 2001 'Bonds or Beneficial Ownership Interests or the pledge of such 2001 Bonds or Beneficial Ownership Interests to the Bank in lieu of remarketing such Project Bonds or Beneficial Ownership Interests as described herein. (8) The 2001 Bonds and Beneficial Ownership Interests are subject to mandatory tender in whole on the Interest Payment Date which next precedes the Letter of Credit Termination Date (the "Mandatory Bond Purchase Date"), at a price of one hundred percent (100%) of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date wiless, at least forty-five (45) days prior to any such Mandatory Bond Purchase Date, (a) the Bank shall have agreed to an extension or further extension of the Letter of Credit Termination Date to .a date not earlier than one year from the Letter of Credit 19 Termination Date being extended, or (b), the Developer shall have obtained and delivered to the Trustee an Alternate Letter of Credit with a termination date not earlier than one year from the Letter of Credit Termination Date of the Letter. of Credit being replaced. The mandatory tender of 2001 Bonds or Beneficial Ownership Interests on a Mandatory Bond Purchase Date may not be waived by the Holders or Beneficial Owners thereof. At least thirty (30) days, but not more than forty-five (45) days, prior to such Mandatory Bond Purchase Date; the Trustee shall confirm, by first class mail to all Holders or Beneficial Owners, the Mandatory Bond Purchase Date of the 2001 Bonds and advise the Holders or Beneficial Owners that all 2001 Bonds and Beneficial Ownership Interests shall be subject to mandatory tender on. such Mandatory Bond Purchase Date and that such mandatory tender may not be waived. 2001 Bonds or Beneficial Ownership Interests not tendered for purchase as required by the, preceding paragraph shall be deemed to have been tendered without further action by the Holders or Beneficial Owners thereof, subject to the right of the Holders or Beneficial Owners of such 2001 Bonds or Beneficial Ownership Interests to receive the purchase price of such 2001 Bonds or Beneficial Ownership Interests and interest accrued thereon to the Mandatory Bond Purchase Date. Not less than ninety (90) days prior to any Letter of Credit Termination Date, the Trustee shall provide written notice to the Commission„ the Bank and the Remarketing Agent of the Letter of Credit Termination Date. (C) The 2001 Bonds are redeemable at the option on the Commission on any date, on thirty (30) days' notice, in whole or in part; in order of maturity determined by the Commission and by lot within maturities at face value. The Paying Agent shall credit against any mandatory sinking fund. requirement for the 2001 Bonds, and corresponding mandatory redemption obligation, in the order determined by the Commission, any 2001 Bonds maturing on the same date and subject to mandatory sinking fund redemption which have previously been redeemed (other than as a result of a previous mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased for cancellation by the Paying Agent and not previously applied as a credit against any redemption obligation. Each 2001 Bond so delivered or cancelled shall be credited by the Paying Agent at 100% of its principal amount against the mandatory sinking find obligation on such mandatory sinking fund date, any excess of such amount shall be credited on future redemption obligations, and the principal amount of 2001 Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced. However, the Paying Agent shall credit the 2001 Bond subject to mandatory sinking fund redemption only to the extent received by the Paying Agent at least forty-five (45) days preceding the applicable mandatory redemption date as stated above. (D) Notice of any redemption identifying the 2001 Bonds to be redeemed in whole or in part pursuant to subsection (C) shall be given by the Commission to the Trustee at least 45 days prior to the date final for redemption. Notice of any redemption identifying the 2001 Bonds 20 to be redeemed-in whole or in part shall be give by the Trustee at least 30 days prior to the date fixed.for redemption (unless this notice is waived by the Owner) by sending written notice by certified or registered mail to the Owner of each 2001 Bond to be redeemed in whole or in part at the address shown on the registration books of the Registrar. Failure to give such notice by mailing, or any defect therein with respect to any 2001 Bond, shall not affect the validity of any proceeding for the redemption of other 2001 Bonds. Such notice shall state the redemption date, the redemption price, the amount of accrued interest, if any, payable on'the redemption date, the place at which 2001 Bonds are to be surrendered for payment and, if less than the entire principal amount of a 2001 Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the 2001 Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the 2001 Bonds have been called for redemption, in whole or in part, and due-provision has been made to redeem same as herein provided, the 2001 .Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners of such 2001 Bonds to collect interest which would otherwise accrue after the redemption date on any-2001 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption, provided that funds for their redemption are on deposit at the place of payment at that time. (E) If fewer than all of the 2001 Bonds of a maturity are to be redeemed, the Registrar will select the particular 2001 Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each five thousand dollars ($5,000) principal amount shall be considered a separate bond for purposes of redemption and no redemption shall result in 2001 Bonds remaining outstanding for any amount less than $100,000. If any of the 2001 Bonds are subject to both optional and mandatory sinking fund redemption on the same date, the 2001 Bonds to be redeemed by option redemption shall be selected first. (F) (1) The President of the Commission shall appoint a duly qualified bank as Trustee, Registrar and Paying Agent for the 2001 Bonds, which Trustee, Registrar and Paying Agent will be charged with the performance of the duties and responsibilities of Trustee, Registrar and Paying Agent as set forth herein. The Trustee, Registrar and Paying Agent shall signify its acceptance of its duties by executing the acceptance attached to this Resolution. The Commission is further authorized to pay such fees as the Trustee, Registrar and Paying Agent, may charge for the services provided as Trustee, Registrar and Paying Agent and such fees may be paid from the Bond Principal and Interest Account as Debt Service in addition to paying the principal of and interest on the Bonds or from the General Account. (2) The Clerk-Treasurer is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Trustee, Registrar and Paying Agent as will enable it toperform the services required of it. (G) (1) The Notes and the 2001 Bonds shall be authenticated with the manual or facsimile signature of an authorized representative of the Registrar. No Note or 2001 Bond shall be valid or become obligatory for any purpose until the Certificate of Authentication on such Note or 2001 Bond, respectively, shall have been so executed. Subject to the provisions hereof 21 for registration, the Notes and the 2001 bonds shall be negotiable under the laws of the State of Indiana. (2) Each Note or 2001 Bond shall be transferable or exchangeable only upon the books of the Commission kept for that purpose at.the office of the Registrar by the owner thereof in person, or by its attorney duly authorized in writing; upon surrender of such Note or 2001 Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the owners or its attorney duly authorized in writing, and thereupon a new fully registered Note, Notes, 2001 Bond or Bonds, as the case may be, in the same principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or the owners, as the case may be, in exchange therefor. The. Registrar shall not be obligated to make any exchange or transfer of 2001 Bonds following the fifteenth (15`h) day immediately preceding an interest payment date of any 2001 Bonds until such interest payment date. The Registrar shall not be obligated (a) to register, transfer or exchange any 2001 Bond during a period of fifteen (15) days next preceding mailing of a notice of redemption of the 2001 Bonds, or (b) to register, transfer or exchange the Note or 2001 Bond selected, called or being called for redemption in whole or in part after mailing notice of such call. The Commission and the Registrar for the Notes and 2001 Bonds may treat and consider the person in whose name such Note or 2001 Bonds is registered as the absolute owner thereof for all purposes including the purpose of receiving payment of, or on account of, the principal thereof The Notes and 2001 Bonds may be transferred or exchanged without cost to the owners except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable.by the person requesting such transfer or exchange. (3) If any Note or 2001 Bond is mutilated, lost, stolen or destroyed, the Commission may execute and the Registrar may authenticate a new Note or 2001 Bond, respectively, which in all respects shall be identical to the Note or 2001 Bond which was mutilated, lost, stolen or destroyed including like date; maturity, series and denomination, except that such new Note or 2001 Bond, respectively, shall be marked in a manner to distinguish it from the Note or 2001 Bond for which it was issued; provided.that in the case ofany Note or 2001 Bond, as the case may be, being mutilated, such mutilated Note or 2001 Bond shall first be surrendered to the Commission and the Registrar; and in the case of 2001 Bonds being lost, stolen or destroyed, there shall be first furnished to the Commission and the Registrar evidence of such loss, theft or destruction satisfactory to the Commission and the Registrar, together with indemnity satisfactory to them. If any such lost, stolen or destroyed Note or 2001 Bond shall have matured and be payable in accordance with its terms, instead of issuing a duplicate Note or 2001 Bond, respectively, the Commission and the Registrar may, upon receiving. indemnity satisfactory to them, pay the same without surrender thereof. The Commission and the Registrar may charge the owner of the Note or owner of the 2001 Bond, as the case may be; with their reasonable fees and expenses in connection with the above. Every substitute Note or 2001 Bond issued by reason of the Note or 2001 Bond being lost, stolen or destroyed shall, with respect to such Note or 2001 Bond, constitute a substitute contractual obligation of the Commission, whether or not the lost, stolen or destroyed Note or 2001 Bond shall be found at any time, and every such Note or 2001 Bond shall be entitled to all the benefits of this Resolution, equally and proportionately with any and-all other Notes or 2001 Bonds, respectively, duly issued hereunder. 22 (H) The principal of and interest on the Notes and the principal of the 2001 Bonds shall be payable in lawful money of the United States of America upon presentation at the office of the Paying Agent. Interest on the 2001Bonds shall be paid by check mailed to each owner at the address it appears on the registration books.kept by the Registrar as of the fifteenth (15`h) day immediately preceding the interest payment date or at such other address as provided to the Registrar in writing by such owner. If payment of principal or interest is made to a depository, payment shall be made.by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer. shall be made on the next succeeding business day. The Trustee shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so that such payments are received at the depository by 2:30 p.m. (New York City time). (I) The Commission has determined that it may be beneficial to the Commission to have.the 2001 Bonds held by a central depository system pursuant to an agreement between the Commission and The Depository Trust Company, New York, New York ("Depository Trust Company") and have transfers of the 2001 Bonds effected by book-entry on the books of the central depository system ("Book.Entry System"). The 2001 Bonds may be initially issued in the form of a separate single authenticated fully registered. 2001 Bond for the aggregate principal amount of each separate maturity of the 2001 Bonds. In such case, upon initial issuance, the ownership of such 2001 Bonds shall be registered in the register kept by the Registrar in the name of CEDE& CO., as nominee of the Depository Trust Company. With respect to the 2001 Bonds registered in the register kept by the Register in the name of CEDE & CO., as nominee of the Depository Trust Company, the Commission and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ('Beneficial Owner")) of the 2001 Bonds with respect to (i) the accuracy of the records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the 2001 Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the 2001 Bonds except as otherwise provided herein. No person other than the Depository Trust Company shall receive an authenticated 2001 Bond evidencing an obligation of the Commission to make payments of the principal of an premium, if any, and interest on the 2001 Bonds pursuant to this Resolution. The Commission and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & Co. to be the absolute bondholder of each of the 2001 Bonds for the purpose of (i) payment of the Paying Agent may treat as and deem the Depository Trust Company or CEDE & Co. to be the absolute bondholder of each of the 2001 Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such 2001 Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such 2001 Bonds; (iii) registering transfers with respect to such 2001 Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and 23 interest on the 2001 Bonds only to or upon the order of the Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Commission's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the 2001 Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the Commission of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Resolution shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long asany 2001 Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such 2001 Bonds and all notices with respect to such 2001 Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the Commission to the Depository Trust Company. Upon receipt by the Commission of written notice from the Depository Trust Company to the effect that the Depository Trust. Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the 2001 Bonds shall no'longer be restricted to being registered in the register of the Commission kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the 2001 Bonds shall designate, in accordance with the provisions of this Resolution. If the Commission determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered 2001 Bonds, the Commission may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the 2001 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 2001 Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the Commission and the Registrar to do so, the Registrar and the Commission will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered 2001 Bonds of any Beneficial Owner's Depository Trust Company 'account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the 2001 Bonds. If the 2001 Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause said 2001 Bonds to be printed in blank in such number as the.Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such 2001 Bonds printed until it shall have received from the Commission indemnification for all costs and expenses associated with such printing. 24 In connection with any notice or other communication to be provided to bondholders by the Commission or the Registrar with respect to any consent or other action to be taken by bondholders, the Commission or the Registrar, as the case may be, shall establish a record date for such consent or other action and give. the Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as said 2001 Bonds are. registered in the name of the Depository Trust Company or CEDE & CO. or any substitute nominee, the Commission and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the 2001 Bonds or from the Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the 2001 Bonds and setting for the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and the Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the bondholders for-purposes of this Resolution and the Commission and the Registrar and Paying Agent shall for such purposes treat the-Beneficial Owners as the bondholders. Along with any such certificate or representation, the Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the 2001 Bonds, together with the dollar amount of each Beneficial Owner's interest in the 2001 Bonds and the current addresses of such Beneficial Owners. (.i) THE NOTES DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, PAYABLE SOLELY FROM THE PROCEEDS OF THE 2001 BONDS WHEN, AS, AND IF ISSUED. THE DISTRICT IS NOT OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES FROM ANY SOURCE OTHER THAN THE PROCEEDS OF THE 2001 BONDS. (K) THE 2001 BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE CITY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY, PAYABLE SOLELY FROM THE TRUST ESTATE. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE 2001 BONDS FROM ANY SOURCE OTHER THAN THE TRUST ESTATE. NEITHER THE FAITH AND CREDIT NOR THE`TAXING POWER OF THE DISTRICT OR THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE 2001 BONDS.. SECTION 4. FORM OF THE NOTES AND 2001 BONDS (A) Form of the 2001 Bonds. The form and tenor of the 2001 Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the 2001 Bonds): 25 UNITED STATES OF AMERICA STATE OF INDIANA HAMILTON COUNTY CARMEL REDEVELOPMENT DISTRICT No R- ADJUSTABLE RATE TAX INCREMENT REVENUE BONDS OF 2001A INTEREST MATURITY ORIGINAL AUTHENTICATION RATE DATE DATE DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: The Carmel Redevelopment Commission fthe "Commission"), acting in the name of the City of Carmel, Indiana (the "City"),, for value received, hereby acknowledges itself indebted and promises to pay, but solely out of the Tax Increment and Taxpayer Payments (each as defined in the Bond Resolution defined below) and the funds held' under the Bond Resolution to the registered owner (named above) or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above (unless redeemed earlier as hereinafter provided), and to pay interest thereon at the rate per annum stated above from the date to which interest has been paid next preceding the date of authentication of this Bond from the interest payment date immediately preceding the date of authentication of this Bond unless this Bond is authenticated on or before , in which case interest shall be paid from the Original Date, or unless this Bond is authenticated between the fifteenth day preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest shall be payable on February I and August I of each year, commencing . Interest shall be calculated on the basis of twelve 30-day months for a 360-day year. The principal of this Bond is payable at the principal office of First Merchants Bank (the "Trustee "Registrar" or "Paying Agent"), in the City of Muncie, Indiana. All payments of interest on this Bond shall be paid by check mailed one business clay prior to the interest payment date to the registered owner hereof, as of the fifteenth day preceding such payment, at the address as it appears on the registration books kept by the Registrar or at.such other address as is provided to the Paying Agent in writing by the registered owner. If payment of principal or interest is made to a depository, payment, shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on this Bond shall be made in lawful money of the United States of America, which on the dates of such payment, shall be legal tender for the payment of public and private debts.. 26 The Bonds shall'be initially issued in,a.Book.Entry System (as,defned in the Bond Resolution). The provisions of this Bond:and of Bond Resolution are subject in all respeets to the provisions ofthe Letter of Representations between the City'and The Depository Trust. Company,,or any substitute agreement, effecting, such, Book Entry System.. THIS BOND DOES NOT CONSTITUTE A CORPORATE OBLIOATION.O[' THE. CITY OF CARMEL,.BUT. CONSTITUTES AN OBLIGATION:OF THE,CARMEL REDEVELOPMENT DISTRICT (TFTE "DISTRICT") AS ASPECIAL TAXING DISTRICT, IN THE NAME OF THE CITY,.PAYA13LE SOLELY FROM THE TRUST ESTATE AS DESCRIBED IN, TFIE°BOND RESOLUTION, NEITHER THETAITH AND CREDIT NOR THE'TAXING.POWER OF'TI-IE DISTRICT OR THE CITY IS PLEDGED TO PAY THE, PRINCIPAL OF OR,INTEREST ON THIS BOND. REFERENCE IS MADE. TO THE- FURTHER PROVISIONS OF THIS BOND SET FORTH ON'THE REVERSE ITEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF DULY SET FORTH ON THETACE HEREOF. (Reverse ofDond) This Bond is one of"an-aulliorized issue of bonds of-the Redevelopment District of the City of Carmel with an aggregate principal amount of $1,170,000 designated "Carmel Redevelopment District Adjustable Rate Tax Increment Revenue Bonds. of 2001A" ("Bonds"). The,Bonds are numbered consecutively from R-I upwards and are issued pursuantto the.Boiid Resolution adopted by the Carmel Redevelopment Commission, (the: "Commission") on September 12, ,2001 (the "Bond Resolution") and, in strict "compliance with IC 5-1-5i IC 5-1=14-4, IC,36 7-14,.IC 3b=7-25 and all related and supplemental acts as in effect.on,thesissue- date of: thc' Bonds (collectively the "Act" ); to procure funds to be applied to 'the Costs of the Projects (as defined in the Bond. Resolution), including issuance expenses of the Bonds, capitalized interest on the -Bonds, and +funding a debt reserve,for the Bonds..The,'Projects consist of the construction of;certain road and drainage improvements and traffic signal's in or serving the Merchants' Pointe,Econornic Development Area, an economic development area under the Act. The,Borids are all equally and ratably secured by and entitled'#o tbeeprotectjon.of.thes Bond Resolution. Additional bonds and Parity Obligations (as defined.in the,Bond Resolution) may be, issued, as described.ih the,Bond.Resolution. To secure-payment of-the Debt'Service (as defined in the`Bond Resolution) on the Bond`, and per'formance'ofall other`covenants of the City and the District under the. Bond ;Resolution, the Commission; .acting in the name of the City, pursuant to.the,Bond Resolution,"has pledged the Trust Estate..Reference.1% hereby made to the Bond Resolution for a:description of'the•rights; duties and obligation"s of the Commission„the District, and the owners of the Bonds, the terms and conditions upomwhich the Bonds arc, issued and the terms and conditions, upon which,th6Bonds will be,paid at,or;prior tn_matunty,.Or will be deeined to be paid and'discharged upon,the making 'of provisions for paymenttherefor. Copies of 'the Bond. Resolution, are on file at the, office of. the Commission. THE OWNER. OF THIS BOND, BY ACCEPTANCE OF THIS BOND,, HEREBY AGREI S'TO ALL'OF.'THE"TERMS AND PROVISIONS IN THE BOND RESOLUTION. The Underwriter (as-defined in-the Bond 27 Resolution) has covenanted and agreed that during the initial offering of-the Bonds, no Bonds will be offered' or sold to person who are not "accredited investors" as such term is delivered in the Securities Act of 1933, as amended, and that any sales of Bonds in a secondary market shall be pursuant an investmentletter wherein a purchaser shall,represent to the District, the City and any Trustee, Registrar or Paying,Agent, as.foliows: (1) It is accredited investor under the Securities Act of 1933, as amended, and is familiar with securities.such as`the"Bonds: (2) It is familiar with the City, the Commission, the District and the Taxpayer (as defined in the Bond Resolution)- It has received such information concerning the City, the Commission, the District, therBomds; the Tax Increment and Taxpayer Payments"ras'it deems to be necessary in connection with investment in the Bonds. It has received, read and commented upon a copy of this Resolution and.the"Taxpayer Agreement: Prior to the purchase of the Bonds, it has been provided with the opportunity to ask questions of and receive= answers from the representatives of the City, the District; the Commission and the Taxpayer concerning the terms and conditions of the,Bonds-and the tax status of the Bonds, legal opinions and enforceability of remedies and the security therefor,. and to obtain:any additional informationneeded in order to verify the accuracy of the information obtained to the extent that the City, the District, the Commission or the Taxpayer possesses such infonnation,or can acquire+it without unreasonable effort or expense. It is not relying, on McHale; Cook. & Welch, p.c. for information concerning the financial status of the Commission or the Taxpayer or the ability of the Commission or the Taxpayer to honor their respective obligations or other covenants under this Bond Resolution and the Taxpayer Agreement. It is. also not relying on the City, the Commission or the District for information concerning the financial status of=the Taxpayer or the abilityof the "Taxpayer to honor its obligations under the Taxpayer Agreement. (3) It is acquiring the Bonds for its own account with" no present intent to resell, and that it will not sell, convey; pledge or otherwise transfer-:the. Bonds without compliance with federal and state securities laws including laws, concern ing`disclosure'and registration, (4) It has. investigated the securityfor the Bonds; including the availability of Tax Increment and Taxpayer Payments to its satisfaction, and it understands that the Bonds are payable solely from Tax 'Increment and Taxpayer Payments. and funds held under this Bond Resolution and that neither-the City, the District nor the Commission has the authority to levy a tax to pay the principal of or interest on the Bonds. The Bonds maturing; are redeemable at the option of the Commission on any date, on thirty (30) days' notice, in whole or:in part, in order of maturity determined by the Commission and by lot within mattirities,at face value. Each Five Thousand Dollars ($5,000) principal amount shall be considered a separate Bond for purposes of optional and mandatory redemption provided that no redemption shall result in any Bond remaining outstanding for any amount less than $100,000. If less than an entire maturity is called for,redemption, the bonds to be redeemed shall. be selected by lot by the Registrar. If some Bonds are to be redeemed by optional redemption and mandatory sinking fund 28 ASSIGNMENT FOR VALUE RECEIVED the undersigned.herebysells,,assigns'and.transfers unto (insert name; address and federal taxIdeiitification n)mber) the within Bond and all rights thereunder, and _herreby irrevocably constitu es and appoints attorney'to transfer the'within Bond bn the books kept for the registration thereof with full power of substitution in the premises. NOTICE: Signature(s) musf be guaranteed by NOTICE:'The;signature to this assignment an eligible, guarantor ipstitution.parti6pating, must correspond, with the name as it. appears in a Securities"Transfer Association on the face of the within. Bond. iii every` recognized signature :guarantee program, particular, without alteration or enlargement or any change whatsoever. (End of Bond F.orin) (B) Form of Notes. The, form of the Notes shall be set fortlr.,in the Note Purchase "Agreement. (C). Form of Parity Obligations. The form of any Parity Obligations shall"be set forth in the resolution. approving the issuance of.such Parity' Obligations. SECTION:5".,SALE O[' THE NOTES AND THE 2001 BONDS: (A) The Clerk-Treasurer is hereby authorized and directed•to ;sell each series of the Notes to the Note Purchaser at a negotiated sale upon receipt of the purchase price and immediately available,funds. Prior to the delivery of, the Notes, the Clerk-Treasurer shall obtain 'a legal; opinion addressed to the Commission a516 the,""validity of the Notes'froni,lylcIlate, Cook,& Welch p.c., of Indianapolis, Indiana; bond counsel, and shall furnish such opinion`to the Note Purchaser. The cost"of such "opinion-shall,be considered as•a part of the costincidental to these proceedings and shall'be,paid out of the pircocced.s. of the Notes, All proceeds~of the Notes shalt be deposited in the Capital Fund and applied to-the Costs of the`Projects: (B) After completion of all the,necessary ftal requireruerits'for the marketing of the 2001.Bonds, the Clerk-Treasurer is hereby amhorized'and directed to sell tlre,2001 Bonds to the Purchaser at a negotiated sale, upon receipt of the purchase price,-including interesraccrued to 32 I the date-of delivery;=in immediately;available funds,;pursuant to the terms of the Purchase. Agreement. The 2001 Bonds shall be sold to the Purchaser at a, rice of ot4ess than par with a discount-norto"exceed $ Prior to the deliver of the 2001 Bonds; the Cierk-Treasurer shall obtain a legal opinion addressed.to the,Commission as to.the validity of;tlte 200t Bonds from McHale, Cook.& Welch, p.c.,,ofIndianapplisj Indiana, bond counsel, and shall furnish such opinion to the Purchaser. The cost of such opinion shall be considered,as part of the costs incidental tothese: proceedings and shaibbe paid.out of proceeds of the 2001 Bonds. Accrued interest and capitalized interest received from the sale ofthe2001,Bonds shall be deposited in the Bond Principal and Interest, Accomit. An amount not to exceed the Debt Service Reserve Requirement, initially $50,000;shall-be deposited in the Debt. Service Reserve Account: The remaining proceeds of the 2001 Bonds shall be,,deposited' in the Capital. Fund. If the Notes are issued, upon sale df the 2001 Bonds; the Paying Agent is directed.to notify the owners of the Notes of the redemption of the Notes in accordancewith, Section 3(A)(1). (C) McDonald lnvesttnents;.Inc. has been, appointed the.Remarketing Agent. Any, subsequent. Remarketing Agent shall be appointed by the Commission and the Bank and shall meet the qualifications set forth herein. The RemaiketingrAgent "shall designate to the Trustee its principal office and signify 'its acceptance, of they duties and obligations imposed upon it hereunder-by a written' instrument of acceptance dcliveredao'theCotnmission, the Banks, and the Tnistee- In addition, the Remarketing Age'nt'will agree particularly to: (a) compute the Weekly lnterest.Rate,,the One.Month Interest Rate, the Three-Month Interest Rate; the Six 'M6nth Interest Rate, the One Year lnferest Rate, the Five Year Interest Rate; and the Fixed Interest, Rate, as applicable; and give notices of such computations to the Trustee on each "applicable interest Rate. Determination- Date, all in accordance with. this Resolution; and. (b) keep such records. relating to its computations of'interest,rate ' s for,the 2001'Bonds as shall be consistent with `prudent ;industry practice and to make such records 'available for 'inspection by the Issuer; the Trustee, and the.Bank at all reasonable times. The: Remarketing Agent shall be-entitled 1o advice of legal counsel orrany matter relating to the Remarketing Agent's. obligations hereunder-and shall'be entitled to act upon the opinion.of such counsei in the exercise of reasonable care in fulfilling-such obligations: (D) •Thc4emarketing;Agent, shall have:a capitalization ofat:least Five Million Dollars' ($5,000,000)„ or, have a, line' of credit with a commereial bank in tli'c. amount~of.`at least Five Million Dollars ($5,000,000) and shall be authorized by law,tc perform all the duties imposed uporrit by this Resolution. The Remarketing Agenfinay:,at any time,resign and be discharged of the:duties and obfigations cueated by this Resolution by"giving`at least-thirty (30) days' notice of such resignation to the. Commission; the Bank and the Trustee. The Remarketing Agerivmay be removed: at any time by-the,Commission, with the written consent of the'Bank. To effect such 33 removal, the, Commission shall give at least thirty (30)' days', notice of such removal to the Remarketing Agent; the Bank and the Trustee: Upon any resignation of'the Remarketing Agent,'tlie departing'Remarketing.AgenI,shall pay over,.assign and -deliver any moneys--and 2001. Bonds and. BI eneftcfal Ownership Interests held by it in's ich canacity to its.sticcessor or., if there be no successor..to the Trustee. I I hundred percent (100%) of the principal amount thereof plus accrued interest.(if any) without the prior written consent of the Commission and the Bank. The Remarketing Agent shall have the right to purchase any 2001 Bond and Beneficial Ownership Interest tendered or deemed tendered at one hundred percent (100%) of the principal amount thereof, and to thereafter sell such 2001 Bond or Beneficial Ownership Interest. Any such purchase shall constitute a remarketing hereunder. The Remarketing Agent shall not remarket any 2001 Bond or Beneficial Ownership Interest to the Commission, any guarantor of the Bonds (excluding the Bank) or any person which is an "insider" of any-such guarantor within the meaning of the United States Bankruptcy Code. No later than 10:00 a.m. according to the local time at the principal office of the Bank on each Bond Purchase Date, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore received by the Remarketing Agent from the remarketing of 2001 Bonds and Beneficial Ownership Interests tendered for purchase on such Bond Purchase Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers of the remarketed 2001 Bonds and the Beneficial Ownership Interest to pay the purchase price plus accrued interest (if any) to the Trustee in immediately available funds. The proceeds from the remarketing of the Project Bonds and Beneficial Ownership Interests shall be segregated from any funds of the Commission and shall in no case be considered to be or be assets of the Commission. There shall be deposited in the Remarketing Reimbursement Fund, on each Bond Purchase Date, the remarketing proceeds received by the Trustee pursuant to this Section plus, if necessary, any moneys from a.draw on the Letter of Creditto be used to pay the purchase price of tendered 2001 Bonds and Beneficial Ownership Interests. The Trustee shall use the amounts deposited in the Remarketing Reimbursement Fund to pay the purchase price of tendered 2001 Bonds and Beneficial Ownership Interests. If the Trustee fails to receive sufficient moneys pursuant to a draw properly made on the Letter of Credit to pay in full the purchase price of tendered Project Bonds or Beneficial Ownership Interests, (a) any amount paid by the Bank on such draw shall be deposited in the Bond Fund and (b) the Trustee shall declare the Bonds to be due and payable. SECTION 6. DELIVERY OF INSTRUMENTS The Commission hereby authorizes and directs the Mayor, the Clerk-Treasurer and the President or Vice President of the Commission, and each of them, for and on behalf of the City, the Commission and the District, to prepare, execute and deliver any and all instruments, letters, certificates, agreements and documents as the executing official, or McHale, Cook & Welch, p.c. determines is necessary or appropriate to consummate the transactions contemplated by this Resolution, including the Note Purchase Agreement, the Purchase Agreement and the Taxpayer Agreement and such determination shall be conclusively evidenced by the execution thereof The instruments, letters, certificates, agreements and documents, including the Notes and the Bonds, necessary or appropriate to consummate the transactions contemplated by this Resolution shall, upon execution, as contemplated herein, constitute the valid and binding obligations or 35 representations and warranties of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission are hereby authorized and directed. SECTION 7. PURCHASE AGREEMENT, NOTE PURCHASE AGREEMENT AND TAXPAYER AGREEMENT (A) The Commission hereby approves the form of Purchase Agreement substantially in the form presented at the meeting at which this Resolution is adopted, by which the 2001 Bonds are to be sold to the Purchaser. The President or Vice President of the Commission are hereby authorized and directed to execute, and the Secretary of the Commission and the Clerk- Treasurer of the City are hereby authorized and directed to attest and affix the seal of the City to, the Purchase Agreement, with such changes and revisions thereto as they deem necessary or appropriate to consummate the transaction contemplated thereby. Such execution and attestation shall be conclusive evidence of their approval of such changes and revisions. The Purchase Agreement in the form executed shall constitute the valid and binding obligation of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission is hereby authorized and directed. (B) The Commission, as authorized by the Act, hereby approves the Taxpayer Agreement by which the Taxpayer agrees to pay the Trustee, the Taxpayer Payments to secure the 2001 Bonds, substantially in the form presented to the meeting at which this Resolution was adopted. The President or Vice President of the Commission is authorized and directed to execute, and the Secretary of the Commission is hereby authorized and directed to attest the Taxpayer Agreement with such changes and revisions thereto as they deem necessary or appropriate, upon advice of counsel, to consummate the transactions contemplated thereby and such execution and attestation shall be conclusive evidence of their approval of such changes and revisions. The Taxpayer Agreement in the form executed shall constitute the valid and binding obligation of the Commission, acting in the name of the City, the full performance and satisfaction of which by the Commission is hereby. authorized and directed. SECTION 8. OFFERING MEMORANDUM AND CONTINUING DISCLOSURE (A) The distribution of an offering memorandum prepared for and on behalf of the Commission, is hereby authorized and approved and the President of the Commission is authorized and directed to execute the final Offering Memorandum on behalf of the Commission in a form consistent with this Resolution and the Purchase Agreement. If necessary, the President of the Commission is hereby authorized to designate the placement memorandum as "nearly final" for purposes of Rule 15c2-12, as amended and as adopted by the Securities and Exchange Commission ("Rule 15c2-12"). (B) If the Notes or 2001 Bonds are subject to Rule 15c2-12, then with respect to the Notes or 2001 Bonds, respectively, the President or Vice President of the Commission are hereby authorized to execute and deliver a continuing disclosure undertaking agreement upon delivery of the Notes or the 2001 Bonds, respectively ("Continuing Disclosure Agreement"). If the 2001 Bonds are subject to Rule 15c2-12, the President or Vice-President of the Commission are hereby authorized and directed to obtain a.continuing disclosure undertaking agreement from the 36 Taxpayer. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder. SECTION 9. EXECUTION OF THE NOTES AND THE 2001 BONDS The Mayor is hereby authorized and directed to execute the Notes (if issued) and the 2001 Bonds with his manual or facsimile signature and the Clerk-Treasurer is hereby directed to have the Notes and the 2001 Bonds prepared, attest the Notes and the 2001 Bonds with her manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Notes and the 2001 Bonds, all in the form and manner herein provided. If any officers whose signature or facsimile signature shall appear on the Notes or the Bonds shall cease to be such officer before the delivery of the Notes and the Bonds such signature shall nevertheless be used and sufficient for all purposes the same as if such officer had remained in office until the date of delivery of the Notes or the Bonds even though such officer may not have been so authorized or have held such office. Upon the consummation of the sale of the Notes (if issued), the Clerk-Treasurer shall receive from the Note Purchaser the amount to be paid for the Notes and deliver the Notes to the Note Purchaser. Upon consummation of the sale of the 2001. Bonds, the Trustee shall receive from the Purchaser the amount to be paid for the 2001 Bonds and deliver the 2001 Bonds to the Purchaser. SECTION 10. REDEVELOPMENT DISTRICT CAPITAL FUND (A) The Redevelopment District Capital Fund is established pursuant to IC 36-7-14- 26. Proceeds of the Notes and the 2001 Bonds deposited in the Capital Fund shall be deposited in a separate.account of the Commission, acting in the name of the City, and kept separate and apart from all other funds of the City, the Commission and the District and may be invested only in Qualified Investments as permitted by law. The Trustees shall administer the moneys in the Capital Fund in accordance with this Resolution. The proceeds in the Capital Fund and investment earnings on amounts in the Capital Fund shall be expended only to pay the. Costs of the Projects and Debt Service on the 2001 Bonds. Upon issuance of the 2001 Bonds, the Notes, if issued, shall be called.for redemption as provided in Section 3 and proceeds of the 2001 Bonds in the Capital Fund shall be immediately set aside and used for the repayment of the principal of and interest on the Notes.. The remaining proceeds of the Notes and the 2001 Bonds shall be applied to pay remaining Costs of the Projects. (B) Before the (11 `h) eleventh day of each calendar month, the Trustee shall notify the Commission of the amount in the Capital Fund at the close of business, on the last day of the preceding month. (C) The Trustee shall disburse from the Capital Fund the amount required for the payment of the remaining Costs of the Projects upon the receipt of duly authorized claims filed in accordance with Indiana law and approved by the Commission. (D) If, after payment of all claims tendered under the provisions of this Section, any funds shall remain in the Capital Fund, the Trustee shall transfer all moneys then in the Capital Fund (except moneys reserved to pay any disputed or unpaid claims), as directed by the 37 Commission, to the Bond Principal and Interest Account to pay principal and interest on the Notes, Debi Service on the 2001 Bonds or, as directed by the Commission, for the same purpose or type of project for which the 2001 Bonds were issued, in accordance with IC 5-1-13, as amended from time to time. SECTION 11. FLOW OF FUNDS (A) Creation of Funds and Accounts. (I) There is hereby created in the Allocation Fund the following accounts: (i) a Bond Principal and Interest Account (consisting of a Capitalized Interest Subaccount, a Tax Increment Subaccount and a Taxpayer Payment Subaccount); (ii) a Debt Service Reserve Account; and (iii) a General Account. The Allocation Fund and the. accounts created thereunder shall be held by the Trustee. All Tax Increment shall immediately upon receipt by the City, be deposited with the Trustee and set aside in the following accounts, in the following order of priority: (a) Bond Principal and Interest Account; (b) Debt Service Reserve Account; and (c) General Account. Tax Increment shall be held in trust and pledged for the benefit of the Owners of the Bonds shall be applied, used and withdrawn only for the purposes authorized in this Section 11. (2) All Taxpayer Payments shall immediately upon receipt by the Trustee be deposited in the following accounts in the following order of priority: (a) Taxpayer Payment Subaccount; (b) Debt Service Reserve Account; and Taxpayer Payments shall be held in trust and pledged for the benefit of the Owners of the 2001 Bonds and shall be applied, used and withdrawn only for the purposes authorized in this Section it. (3) The Tax Increment, Taxpayer Payments and amounts in the Allocation Fund shall be invested in Qualified Investments at the direction of the Clerk-Treasurer. Interest earned in each fund or account shall be credited to such fund or account. (B) Bond Principal and Interest Account. (1) Capitalized Interest Subaccount. Proceeds of the 2001 Bonds deposited in the Capitalized Interest Subaccount of the Bond Principal and Interest Account, and investment earnings on such proceeds, shall be used only to pay interest on the 2001 Bonds beginning on the and on each August 1 and February 1 thereafter until the Capitalized Interest 38 Subaccount is depleted. Interest on the 2001 Bonds shall be paid. first from amounts in the Capitalized Interest Subaccount, before using funds on deposit in the Tax Increment Subaccount, the Taxpayer Payment Subaccount, the Debt Service Reserve Account or the General Account. (2) Tax Increment Subaccount. There shall immediately be set aside from the Allocation Fund and deposited into the Tax Increment Subaccount of the Bond Principal and Interest Account, upon receipt of Tar Increment by the City, an amount of money which, after taking into account-moneys already in the Capitalized Interest Subaccount, sufficient to pay the Debt Service due in the Bond year ending on February '1 immediately` succeeding the end of the calendar year. If Tax Increment is not sufficient to pay Debt Service payable through the next February 1, Taxpayer Payments in an amount sufficient to make up the shortfall allocable to the 2001 Bonds shall be deposited in the Taxpayer Payment Subaccount of the Bond Principal and Interest Account as provided below. No deposit need be made to the Tax Increment Subaccount to the extent that the available amount in the Bond Principal and Interest Account is at least equal to the amount of Debt Service becoming due and payable on all outstanding Bonds through the next February 1. All money in the Tax Increment Subaccount shall be used and withdrawn solely for the purpose of paying Debt Service as it. shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (3) Taxpayer Payment Subaccount: If on any January 2 or July 1, the Tax Increment collected in the Allocation Area on or about the immediately preceding December 31 or June 30, respectively, is less than the Minimum Tax Increment for that date, the Trustee is hereby directed to implement the procedures in the Taxpayer Agreement for collecting the Taxpayer Payments from the Taxpayer to be applied toward the 2001 Bonds. All Taxpayer Payments so collected shall immediately be deposited in the Taxpayer Payment Subaccount and shall be used to pay the principal of and interest due on the 2001 Bonds on the immediately succeeding February 1 or August 1. Taxpayer Payments shall be deposited in the Taxpayer Payment Subaccount until the balance, together with funds in the Tax Increment Subaccount; is sufficient to pay Debt Service due on the 2001 Bonds through the next February 1. Any excess amount shall be transferred to the Debt Service Reserve Account, if necessary. (C) Debt Service Reserve Account. After making the deposits to the Tax Increment Subaccount described in (B)(2) and the Taxpayer Payment Subaccount as described in (13)(3), the Trustee shall deposit Tax Increment and Taxpayer Payments, respectively, in the Debt Service Reserve Account until the balance equals the Debt Service Reserve Requirement. If the balance in the Debt Service Reserve Account is ever less than the Debt Service Reserve Requirement, all Tax Increment and Taxpayer Payments.not required for the Bond Principal and Interest Account shall be deposited in the Debt Service Reserve Account until the balance equals the Debt Service Reserve Requirement. Moneys deposited and maintained in the Debt Service Reserve Account shall be applied to the. payment of the principal of and interest on the 2001 Bonds to the extent that amounts in the Bond Principal and Interest Account and the General Account are insufficient to pay Debt Service when due and payable. If moneys in the Debt Service Reserve Account are transferred to the Bond Principal and Interest Account to pay Debt Service on the 2001 Bonds, the depletion of the balance in the Debt Service Reserve Account shall be made up from any moneys in the General Account (as provided in (D)) and from the next available Tax Increment and Taxpayer Payments after the required deposits to the Tax 39 Increment Subaccount and the Taxpayer Payment Subaccount, respectively, of the Bond Principal and Interest Account are made. Any moneys in the Debt Service Reserve Account in excess of the Debt Service Reserve Requirement (including investment earnings) shall be deposited in the Tax Increment Subaccount and applied as set forth in (B)(2) of this Section. The Commission, upon the advice of its financial advisor, hereby finds that funding the Debt Service Reserve Account. is reasonably required and that the Debt Service Reserve Requirement is no larger than necessary to market the 2001 Bonds. The Commission further finds that the Debt Service Reserve Requirement is directly related to the Projects because the 2001 Bonds could not be issued to fund the Projects without the Debt Service Reserve Account. The debt service reserve requirement, if any, for any Parity Obligations shall be set forth in the resolution authorizing the Parity Obligations. (D) General Account. After making the deposits described in (A), (B) and (C), the Trustee shall deposit any remaining Tax Increment the General Account of the Allocation Fund. After making the deposit described in the preceding sentence, the Trustee shall deposit any remaining Tax Increment in the, General Account to be applied in the following order of priority: (a) to pay Debt Service due on the 2001 Bonds; (b) to fund or replenish the Debt Service Reserve Account or the Supplemental Reserve Account; (c) at the option of the Commission, to redeem or purchase the 2001 Bonds prior to maturity; or (d) to pay debt service due on any subordinate obligations; (e) at the option of the Commission, to pay, or reimburse the City for, the costs of acquiring or constructing additional local public improvements in the Area; (1) for any other purposes, permitted by the Act; including distributions to the taxing units as provided under the Act. (E) No Prior Liens. The Commission, acting in the name of the City, represents and warrants that, there are no prior liens, encumbrances or other restrictions on the Tax Increment, the Taxpayer Payments or on the City's ability to pledge the Tax Increment or the Taxpayer Payments for the benefit of the Owners of the 2001 Bonds. SECTION 12. ISSUANCE OF ADDITIONAL BONDS (A) Parity Notes. The Commission reserves the'right to authorize and issue Notes on a parity with the Notes for the purpose of raising money to complete the Projects, to refund the Notes or for any other purposes permitted by the Act. Except as provided in this Resolution, the 46 SECTION 14. CONTRACTUAL NATURE OF THIS RESOLUTION (A) The provisions of this Resolution shall constitute a contract by and between the Commission, acting in the name of the City, and the owners of the Notes and the Owners of the 2001 Bonds. After the issuance of the 2001 Bonds, this Resolution, and the definition of, or the manner of determining, allocating or collecting the Tax Increment or the.lien created by this Resolution; shall not be repealed, amended or impaired in any respect which will adversely affect the rights of Owners of the Bonds (except as specifically permitted in Sections 16 and 17), nor shall the Commission adopt any law, ordinance or resolution which in any way adversely affects the rights of such Owners so long as any of the Bonds remains unpaid. (B) (1) The Commission, acting in the name of the City, covenants not to impair the pledge of the Tax Increment and Taxpayer Payments to the payment of the 2001 Bonds so long as any of the 2001 Bonds are outstanding, or to impair any other pledge or covenant under this Resolution during that period. (2) The Commission further covenants not to change, alter or diminish the Area in any way that would adversely affect the Owners of the 2001 Bonds so long as any of the 2001 Bonds remain outstanding or to grant any tax abatements on property in the Allocation Area on any property used in the projections of Tax Increment prepared at the time of the issuance of the 2001 Bonds other than tax abatements shown in those projections. SECTION 15..DEFEASANCE OF THE BONDS (A) 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 Debt Service so due and payable upon the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) noncallable, 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 moneys for such purpose, or (iii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of, and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii) and are not subject to call or redemption by the issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given, 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 redemption, then and in that case the Bonds or such portion thereof shall no longer-be deemed outstanding or an indebtedness of the Commission, acting in the name of the City. If no principal of or interest on the Bonds or any subordinate obligations is outstanding, any remaining fttnds (including Tax Increment) shall be used as provided in IC 36-7-14-39 or any successor provision. (B) No deposit under this Section shall be made or accepted under this Section and no use made of any such deposit unless the Commission shall have received a verification from an accountant or firm of accountants appointed by the Clerk-Treasurer and acceptable to the 44 Commission verifying the sufficiency of the deposit to pay the principal of the Bonds to the due date, whether such due date be by reason of maturity or upon redemption. SECTION 16. AMENDING SUPPLEMENTAL RESOLUTION The Commission may, without the consent of or notice to, the owners of the Notes or the Owners of the Bonds, adopt a supplemental resolution for any one or more, of the following purposes: (A) To cure any ambiguity or formal defect or omission in this Resolution; (B) To grant to or confer upon the owners of the Notes or the Owners of the Bonds any additional benefits; security, rights, remedies, powers or authorities that,may lawfully be granted to or conferred upon the.owners of the Notes or the Owners of the Bonds, respectively; (C) To modify, amend or supplement this Resolution to permit the qualification of the Notes or the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America or the qualification of this Resolution under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect if such modification, amendment or supplement will not have a material adverse effect on the owners of the Notes or the Owners of the Bonds; (D) To provide for the refunding or advance refunding of all or a portion of the Notes or the Bonds; (E) To amend the Resolution to permit the Commission, acting in the name of the City, to comply with any future federal tax law or any covenants contained in any supplemental resolution with respect to compliance with future federal tax law; (F) To provide for the issuance of parity Notes, Parity Obligations or subordinate obligations; (G) To subject to the Bond Resolution additional revenues, security, properties or collateral; and (H) To amend the Resolution for any other purpose which in the judgment of the Commission does not adversely affect the interests of the owners of,the Notes or the Owners of the Bonds in any material way. SECTION 17. CONSENT TO SUPPLEMENTAL RESOLUTIONS (A) The owners of the Notes or the Owners of not less than fifty-one percent (51 %) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, 45 adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution other than those provisions covered by Section 16; provided however, that nothing in this Section contained shall permit, or be construed as permitting, without the consent of the Owners of all the then outstanding Bonds affected, (a) an extension of the maturity of the principal of and interest on any Bonds payable from Tax Incrementi or (b) a reduction in the principal amount of any Bond or change in the rate of interest or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental resolution, or (e) a change in the provisions regarding the collection, deposit, and allocation of Tax Increment as set forth in IC 36-7-14-39, as in effect on the date of the issuance of each series of the 2001 Bonds and in the Bond Resolution or in the lien on the Tax Increment and Taxpayer Payments, or (f) the creation of any lien securing any Bonds other than a lien ratably securing all of the Bonds at any time outstanding hereunder, or (g) a change in the method of accrual of interest on any Bonds, or (h) a reduction. in the Debt Service Reserve Requirement. (B) If at any time the Commission desires to adopt a supplemental resolution'for any of the purposes permitted in this Section, the Commission shall cause notice of the proposed adoption of such supplemental resolution to be mailed by registered or certified mail to each owner of the Notes or Owners of the Bonds at the address shown on the registration books maintained by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies of it are on file at its office for inspection by all owners of the Notes or the Owners of the Bonds. If, within 60 days, or such longer period as shall be prescribed by the Commission' following the mailing of such notice, the owners of the Notes and the Owners of not less than fifty-one percent (il%o) in aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental resolution shall have consented to and approved the execution of such supplemental resolution, no note owner or subsequent Owners of the Bonds shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the adoption thereof or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof Upon the adoption of any such supplemental resolution as is permitted and provided by this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith. (C) Any consent, request, direction, approval, objection or other instrument required by this Resolution to be signed and executed by the owners of the.Notes or the Owners of the Bonds, may be in any number or concurrent writings of similar tenor and may be signed or executed by the owners of the Notes or the Owners of the Bonds, respectively, in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Notes or the Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution, and shall be conclusive in favor of the Commission with regard to any action taken by it or them under such request or other instrument, namely: (1) The fact and date of the execution by any person of any such writing may be proved (a) by the certificate of any officer in any jurisdiction who by law has power to take 46 acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof or (b) by an affidavit of any witness to such execution. (2) The fact of ownership of the Notes and the Bonds or the amount or amounts, numbers and other identification of the Notes or the Bonds, and the date of holding the same shall be proved by the registration books maintained by the Registrar. SECTION 18. AMENDMENTS TO THE LETTER OF CREDIT (A) Without the consent of or notice to the Holders, the Commission and the Trustee; with the written consent of the Bank, may consent to any amendment, change or modification of the Letter of Credit as may be required (a) by the provisions of the Letter of Credit, (b) in connection with the issuance of any Additional Bonds, (c) for the purpose of curing any ambiguity, inconsistency or formal defect or omission in the Letter of Credit, or (d) in connection with any other change therein which is not to the prejudice of the Trustee or the Holders of the Bonds, in the judgment of the Trustee; provided that if the Bonds of any series are then rated by a Rating Service, no amendment, change or modification of the Letter of Credit shall be consented to by the Commission or the Trustee unless such Rating Service shall have confirmed in writing that such rating will not be reduced or withdrawn if such amendment, change or modification is made. (B) Except for the amendments, changes or modifications contemplated by Section 18(A) hereof, neither the Issuer nor the Trustee shall consent to: (a) any amendment, change or modification of the Letter of Credit which would change the amount or times as of which drawings on the Letter of Credit are required to be paid, without the giving of notice as provided in this Section of the proposed amendment, change or modification and receipt of the written consent thereto of the Bank and the Holders of all of the then outstanding Bonds affected by such amendment, change or modification; or (b) any other amendment, change or modification of the Letter of Credit without the giving of notice as provided in this Section of-the proposed amendment, change or modification and receipt of the written consent thereto of the Bank and the Holders of at least a majority in aggregate principal amount of Bonds then outstanding affected by such amendment, change or modification. The consent of such Holders shall be as provided in Section 8.03 hereof with respect to Supplemental Indentures. If the Commission shall request at any time the consent of the Trustee to any proposed amendment, change or modification of the Letter of Credit contemplated in subparagraph (a) or (b), upon receipt of the written consent of the Bank thereto and upon being indemnified satisfactorily with respect to expenses, the Trustee shall cause notice of the proposed amendment, change or modification to be provided in the manner which is required herein. This notice shall set forth briefly the nature of the proposed amendment, change or modification and 47 shall state that copies of the instrument or document embodying it are on file at the principal corporate trust office of the Trustee for inspection by all Holders. SECTION 19. EVENTS OF DEFAULT (A) If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default": (1) Default in the due and punctual payment of any interest on any Note or Bond; or (2) Default in the due and punctual payment of the principal of any Note or Bond at its stated maturity or mandatory redemption date. (B) (1) Upon the occurrence of an Event of Default, the Trustee shall notify the owners of the Notes or the Owners of all Bonds, as the case may be, then outstanding of such Event of Default by registered or certified mail, and will have the following rights and remedies: (a) The Trustee may pursue any available remedy at law or in equity or by statute to enforce the payment of the principal of and interest on the Notes or the Bonds then outstanding, including enforcement of the Taxpayer Agreement. (b) Upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Trustee and of the owners under this Resolution, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. (c) If the Trustee certifies that there is sufficient money on deposit in the funds and accounts under this Resolution to pay Debt Service on all the Notes or the outstanding Bonds, the Trustee may declare the principal of and accrued interest on all Notes or Bonds, respectively, to be due and payable immediately in accordance with this Resolution. (d) The Trustee may use any money in the Capital Fund or the Allocation Fund to pay debt service on the Notes or Debt Service if there is an Event of Default. (2) No right or remedy by the terms of this Resolution conferred upon or reserved to the Trustee or to the owners of the Notes or the Owners is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given to the Trustee, the owners of the Notes or to the Owners hereunder or now or hereafter existing at law or inequity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or employment of any other right or remedy. (3) No delay or omission to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or shall be construed to be a waiver of any such 48 Event of Default or acquiescence therein, and every such right or remedy may be exercised from time to time and as often as may be deemed expedient. (4) No waiver of any Event of Default, whether by the Trustee; the owners of the Notes or by the Owners, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. (C) Anything in this Resolution to the contrary notwithstanding, the owners of a majority in aggregate principal amount of outstanding Notes and the Owners of a majority in aggregate principal amount of the outstanding Bonds shall have the right, at any time during the continuance of an Event of Default, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Resolution, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Resolution (D) (1) All money received hereunder pursuant to any right or remedy given or action taken upon occurrence of an Event of Default under this Resolution shall, after payment of the costs and expenses of the proceedings resulting in the collection of such money and of the expenses, liabilities and advances incurred or made hereunder, be deposited in the Bond Principal and Interest Account and all such money shall be applied to the Notes or the Bonds, as the case may be, as follows: FIRST, to the payment to the persons entitled thereto of all installments of interest then due on the Notes or the Bonds, including. interest on any past due principal of any Note or Bond at the rate borne by such Note or Bond, in the order of the maturity of the installments of such interest and, if.-the amount available shall not be sufficient to pay in full any particular installment, then to such payment ratably, according to the amounts due on such installments, to the persons entitled thereto without any. discrimination or privilege; SECOND, to the payment to the persons entitled thereto of the unpaid principal of any of the Notes or the Bonds which shall have become due at maturity, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full the principal of the Notes or the Bonds due on any particular date, together with such interest, then to such payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; an THIRD tobe.held for the payment to the persons entitled thereto as the same shall become due of the principal of and interest on the Notes or the Bonds which may thereafter become due at maturity and,-if the amount available shall not be sufficient to pay in full the principal of and interest on the Notes or the Bonds due on any particular date, such payment shall be made ratably according to the amount of principal and interest due on such date to the persons entitled thereto without any discrimination or privilege. 49 (2) Whenever money is to be applied pursuant to the provisions of this subsection, such money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall establish a special record date for such payments and shall mail, at least fifteen (15) days prior to such special record date, such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such date. The Trustee shall not be required to make payment of principal to the owner of any Note or the Owner of any Bond until such Note or Bond shall be presented to the Trustee for appropriate endorsement or-,for cancellation if fully paid. (3) Whenever all principal of and interest on all Notes and all Bonds have been paid under the provisions of this subsection and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Principal and Interest Account, the Debt Service Reserve Account or the General Account shall be paid as provided in Section 11, except that any funds remaining the Taxpayer Payment Subaccount or the Taxpayer Payment Reserve Subaccount shall be returned to the Taxpayer. (E) All rights of action (including the right to file proof of claims) under this Resolution or under any of the Notes or the Bonds may be enforced by the Trustee without possession of .any of the Notes or the Bonds may be enforced by the Trustee without the possession of any of the Notes or the Bonds or the production thereof in any trial or other proceeding related thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any owners of the Notes or Owners of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the owners of all outstanding Notes or the Owners of all the outstanding Bonds, respectively. (F) No owner of any Note or Owner of any Bond shall have any right to institute any suit; action or proceeding at law or in equity for the enforcement of this Resolution or. for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder unless such owner previously shall have given to the Trustee written notice of an Event of Default as provided above, and unless also the Note owner or owners or the Owner or Owners of a majority in principal amount of the Notes or.Bonds, respectively, then outstanding shall have made written request of the Trustee after the right to exercise, such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted in this Resolution, or to institute such action, suit, or proceeding in its name; and unless, also, there, shall have been offered to the Trustee security and indemnity satisfactory to,it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee,. to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder; it is understood and intended that no one or more owners of the Notes or Owners of the Bonds shall have any right in 50 any manner whatever by its or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided; and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all owners of the outstanding Notes or all Owners of the outstanding Bonds, respectively. Nothing in this Section contained shall, however, affect or impair the right of any Owner, which is absolute and unconditional, to enforce the payment of the principal of and redemption premium, if any, and interest on its Notes or Bonds out of the Trust Estate, or the obligation of the Commission to pay the same, out of the Trust Estate or special funds and accounts, at the time and place expressed in the Notes or the Bonds. (G) If the Trustee shall have proceeded to enforce any right under this Resolution by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued,or abandoned for any reason, or shall have been determined adversely, then and in every such case the City the Commission, the District, the Trustee and the owners shall be restored to their former positions and rights hereunder, respectively, and with regard to the property subject to this Resolution, and all rights, remedies and powers of the Trustee and the owners of Notes or Bonds shall continue as if no such proceedings had been taken. (H) The Trustee shall not waive (a) any Event of Default in the payment of the principal of any outstanding Note or Bond at the date of maturity specified therein or (b) any Event of Default in the payment when due of the interest on any outstanding Note or Bond unless prior to such waiver all arrears of interest or all arrears of payments of principal when due, as the case may be, with interest on overdue principal at the rate borne by such Note or Bond, and all expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver, or if any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the City, the Commission, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Event of Default, or impair any rights consequent thereon. SECTION 20. THE TRUSTEE (A) The Trustee hereby accepts the trusts and duties imposed upon it by this Resolution, upon and subject to the express terms and conditions set forth in this Resolution. Except during the continuance of an Event of Default (i) the Trustee undertakes to perform only such duties as are specifically set forth in this Resolution, and no implied covenants or obligations shall be read into this Resolution against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may rely, as to the truth of the statements and correctness of the opinions expressed therein, upon the certificates or opinions famished to the Trustee and conforming to the requirements of this Resolution; but in the case of any such certificates or opinions which by any provision of this. Resolution are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine them to determine whether or not they conform to the requirements of this Resolution. If an Event of Default has occurred and is 51 continuing, the Trustee shall exercise the rights and power as vested in it by this Resolution and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of affairs. (1) The Trustee may execute any of the trusts orpowers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof The Trustee may act upon the opinion or advice of any attorneys (who may be the attorney or attorneys for the City or the Commission), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice. (2) The Trustee shall not be responsible for any recital herein or in the Notes or the Bonds, except for the Certificate of Authentication required by this Resolution, or for the invalidity of the execution by the Commission of this Resolution or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Notes or the Bonds issued hereunder or intended to be secured hereby. (3) The Trustee shall not be accountable for the use of any Bond authenticated or delivered hereunder. The Trustee may become the owner of any Note or the Owner of any Bond secured hereby with the same rights which it would have if not the Trustee and any Bond owned by the Trustee shall be deemed outstanding unless cancelled pursuant to the provisions hereof. (4) The Trustee shall be protected in acting upon any notice, request, consent, certificate; order, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper'person or persons. The Trustee shall not withhold unreasonably its consent, approval or action to any reasonable request of the Commission. Any action taken by the Trustee pursuant to this Resolution upon the request or consent of any person who at the time of making such request or giving such consent is the owner of any of the Notes or the Owner of any of,the Bonds, shall be conclusive and binding upon all future owner of the Notes or Owners of the Bonds, respectively, and upon owners of the Notes or Owners of any Bonds issued in exchange therefor or in place thereof, respectively. (5) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate signed by an Authorized Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has become aware shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Authorized Representative to the effect that a resolution or ordinance in the form therein set forth has been adopted by the City as conclusive evidence that such resolution or ordinance has been duly adopted and is in fill force and effect. 52 (6) The permissive right of the Trustee to do things enumerated in this.Resolution shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. (7) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect any and all of the books, papers and records of the City and the Commission pertaining to the revenues and receipts pledged to the payment of the Notes or the Bonds, and to take such memoranda from and in regard thereto as.maybe desired. (8) The Trustee shall not be required to give any bond or surety in respect of the execution of such trusts and powers or otherwise in respect of the premises. (9) Notwithstanding anything elsewhere in this Resolution, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds; the withdrawal of any cash, or any action whatsoever within the purview of this Resolution, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Trustee for the purpose of establishing the right of the City to the authentication of the Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (10) Before taking the action referred to in Section 1 8(B), the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted form its negligence or willful default, by reason of any action so taken. No provision of this Resolution shall require the Trustee to expend or risk its own funds in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers if it has reasonable grounds for believing that repayment of these funds or adequate indemnity against this risk or liability is not reasonably assured to it. (11) All money received by the Trustee shall, until used, applied or invested as herein provided, be held in trust for the purposes for which they were received segregated from other funds to the extent required by law: The Trustee may contract with the Registrar and Paying Agent as to the investment of funds held under this.Resolution as long as all such investments are made in Qualified Investments as required by Indiana law and this Resolution and as long as the Commission is not charged any additional fees or charges for such arrangement. The Trustee shall not be under any liability-for interest on any money received hereunder except such as may be agreed upon. (12) The Trustee for all purposes of this Resolution shall be deemed to be aware of any Event of Default. (B) The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, but solely from money available therefor under the Resolution. Upon any Event of Default, but only upon 53 an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of or interest on any Bond upon the Trust Estate for the foregoing fees, charges and expenses incurred by it. (C) In any judicial proceeding to which the Commission, acting in the name of the City, is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of the owners of the Notes or the Owners of the Bonds, the Trustee may intervene on behalf of the owners. (D) Any corporation or association into which the Trustee may be converted or merged, Or with which it may be consolidated, or.to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party ("Reorganization"), ipso facto shall be and become successor Trustee hereunder, if legally qualified to serve as such, and vested with all of the title to the Trust Estate and all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that within thirty (30) days of the effective date of such Reorganization, the Mayor or the Commission may object to such corporation or association becoming successor Trustee by fling written notice of such objection with the Trustee and by mailing such notice to the Owners whereupon a successor or temporary Trustee shall be appointed in accordance with subsection (G): (E) The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty (30) days' written notice by registered or certified mail to the Mayor, the Clerk Treasurer, the Commission, and the owners of the Notes or the Owners of the Bonds, and such resignation shall take effect upon the appointment of a successor Trustee in accordance with subsection (G) and acceptance of such appointment by the successor Trustee. If the Commission fails to appoint a successor Trustee within sixty (60) days of receipt of notice of the Trustee's resignation, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee. (F) The Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Trustee and to the Clerk-Treasurer and the Commission and signed by the owners of a majority of the aggregate principal amount of the outstanding Notes or the Owners of a majority of the aggregate principal amount of the outstanding Bonds or their attorneys-in-fact duly authorized. Notice of the removal of the Trustee shall be given in the same manner as provided in subsection (E) with respect to the resignation of the Trustee and such removal shall-take effect upon the appointment of a successor Trustee. The Commission shall appoint a successor Trustee immediately upon the removal of the Trustee. So long as no Event of Default, or an event which with the passage of time would become an Event of Default, shall have occurred and be continuing, the Trustee may be removed at any time, upon appointment of a successor Trustee, by resolution of the Commission filed with the Trustee. 54 (G) If the Trustee shall resign or be removed, or be dissolved; or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority of the aggregate principal amount of the outstanding Notes or the Owners of a majority of the aggregate principal amount of all Bonds then outstanding by an instrument or concurrent instruments in writing signed by the owners of a majority of the aggregate principal amount of the outstanding Notes or the Owners or by their attorneys-in-fact duly authorized, a copy of which shall be delivered personally or sent by registered or certified mail to the City and the Commission. Nevertheless, in case of such vacancy the Commission by resolution may appoint a temporary Trustee to fill such vacancy. Within ninety (90) days after such appointment, the owners may appoint a successor Trustee; and any such temporary Trustee so appointed by the Commission shall become the successor Trustee if no appointment is made by the owners within such period but if an appointment is made by the owners, such appointment shall immediately and, without further act be superseded by any Trustee so appointed by such owners. Notice of the appointment of a temporary or successor Trustee shall be given in the same manner as provided by subsection (E) with respect to the resignation. of a Trustee. Every such Trustee appointed pursuant.to the provisions-of-this Section shall be a trust company or a commercial bank with trust powers and having a reported capital and surplus of not less than $50,000,000, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. (H) Every successor or temporary Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Clerk-Treasurer and the Commission an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the. Clerk-Treasurer or the Commission, after the payment of all fees, charges and expenses which may be due and owing to such predecessor pursuant to the provisions of subsection (B), execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, money and other property or documents held by it as Trustee hereunder to its successor hereunder. Should any instrument in writing from the Commission or the Clerk-Treasurer be required by any successor or temporary Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission, the Mayor or the Clerk-Treasurer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor or temporary Trustee hereunder, together with all other instruments provided for in this Section, shall be filed or recorded by the successor, or temporary Trustee in each office where this Resolution shall have been fled. SECTION 21. THE REGISTRAR AND PAYING AGENT (A) The Commission may appoint a separate Registrar or Paying Agent. 55 (B) Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Resolution to be exercised by or vested in or conveyed to the Trustee with respect to this Resolution and shall be exercisable by and vested in Registrar or Paying Agent but only to the extent necessary to enable the Registrar and Paying Agent, to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by the Registrar and Paying Agent, shall run to and be enforceable by it. (C) Should any instrument in writing from the City or the Commission or agreement be required by the Registrar and Paying Agent for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission or the Clerk-Treasurer. If the Registrar and Paying Agent, or a successor to either, shall become in of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of the Registrar and Paying Agent so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Registrar-and Paying Agent. SECTION 22. NOTICES Any notice, request, complaint, demand, communication or other paper shall be sufficiently given when delivered or mailed by registered or certified mail, postage prepaid' or sent by telegram, addressed to the appropriate Notice Addresses. The City, the Commission, or the Registrar and Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 23. SEVERABILIIY If any section. paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason. the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. SECTION 24. REPEAL OF CONFLICTING PROVISIONS All resolutions, ordinances and orders, or parts thereof. in conflict with the provision of this Resolution, are, to the extent of such conflict, hereby repealed or amended. SECTION 25. EFFECTIVE DATE This Resolution shall be in full force and effect immediately upon its passage and signing. The Secretary of the Commission is hereby directed to deliver a certified copy of this Resolution to the Clerk-Treasurer of the City. 56 Adopted at the meeting of the Carmel Redevelopment Commission held on the 12th day of September, 2001, at Carmeljndiana CARMEL REDEVELOPMENT COMMISSION resident Attest: cretary t' 7 ACCEPTANCE OF OFFICE OF TRUSTEE, REGISTRAR AND PAYING AGENT The Undersigned hereby accepts the duties and obligations of Trustee, Registrar and Paying Agent imposed.by the foregoing Resolution. First Merchants Bank, N.A., as Trustee,. Registrar and Paying Agent By:_ Title: ATTEST: Date: 2001 (SEAL) Notice Address of Trustee, Registrar and Paying Agent First Merchants Bank Muncie, IN Attention: Carol Merchand