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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A Registrar and Paying Agent (the "Registrar" or the "Paying Agent" or in both such capacities as the "Registrar and Paying Agent ") shall be appointed by the Controller. The Controller is hereby authorized to solicit and receive proposals with regard to the services of a registrar and paying agent. The Registrar and Paying Agent is hereby charged with and shall by appropriate agreement undertake the performance of all of the duties and responsibilities customarily associated with each such position, including without limitation authenticating the Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Bonds (the "Bond Register "). The President of the Commission and the Controller are hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Registrar and Paying Agent as will enable the Registrar and Paying Agent to perform the services required of a registrar and a paying agent, and is authorized and directed to pay the Registrar and Paying Agent for its services out of available funds. The principal of and premium, if any, on the Bonds shall be payable at the principal office of the Paying Agent for the Bonds. Interest on the Bonds shall be paid by check or draft mailed or delivered to the registered owners thereof at the address as it appears on the Bond Register as of the last day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. All payments on the Bonds shall be made in any coin or currency of the United States of America which on the dates of such payments shall be legal tender for the payment of public and private debts. The President of the Commission and the Controller are hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Paying Agent as will enable the Paying Agent to perform the services required of a paying agent, and is directed to pay reasonable and customary fees to the Paying Agent for its services out of available funds. Notwithstanding anything herein to the contrary, the Bonds shall, in compliance with all applicable laws, be initially issued and held in book -entry form and registered in the name of Cede & Co., as nominee for The Depository Trust Company without physical distribution of Bonds to the purchasers thereof. The President of the Commission is hereby authorized to take such action as may be necessary to provide for the Bonds to be issued in book - entry-only form, including without limitation executing a Blanket Issuer Letter of Representations. The Bonds shall bear an original date which shall be the date upon which the Bonds are to be delivered (the "Original Date ") and each Bond shall also bear the date of its authentication. Bonds authenticated on or before December 15, 2002, shall be paid interest from the Original Date. Bonds authenticated after December 15, 2002, shall pay interest from the interest payment date immediately preceding the date of authentication of such Bonds unless the Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest thereon shall be paid from such interest payment date. Each Bond shall be transferable or exchangeable only upon the Bond Register by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to -5- SBIMAN 1 130621 v 1