No. 1904 authorizing the issuance of bonds of the SB Redevelopment District for the purpose of raising money for Redevelopment and Economic Development in the SEDA (TJX)

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and estimates that are material to the reasonable expectations of the Commission as of the date the Bonds are issued and to make and enter into covenants on behalf of the Commission evidencing the Commission's recognition of and compliance with the CW covenants and commitments made herein. In particular and without limiting the foregoing, any and all appropriate officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and/or enter into covenants for the Redevelopment District regarding the facts and circumstances and reasonable expectations of the Commission on the date the Bonds are issued and the representations, covenants and commitments made by the Commission herein regarding the amount and use of the proceeds of the Bonds. SECTION 14. Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution (the "Tax Sections ") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption ") need not be complied with if the Redevelopment District receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. SECTION 15. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal of and premium, if any, and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient monies for such purpose, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient monies for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient monies for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case the Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the Redevelopment District. SECTION 16. 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 17. All resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed, and this r Resolution shall be in immediate effect from and after its adoption. SECTION 18. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Resolution, shall be a legal holiday or a day on which banking institutions in the City or the city in which the Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking -22- SBIMANI 130621v1