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of the adoption of this Resolution. Such Purchase Agreement may set forth the <br />definitive terms and conditions for such sale, but all of such terms and conditions <br />must be consistent with the terms and conditions of this Resolution, including <br />without limitation, the interest rate or rates on the Bonds which shall not exceed <br />the maximum rate of interest for the Bonds authorized pursuant to this Resolution. <br />The Bonds sold to the Bond Bank shall be accompanied by all documentation <br />required by the Bond Bank pursuant to the provisions of Indiana Code 5 -1.5 and <br />the Purchase Agreement, including, without limitation, an approving opinion of <br />nationally recognized bond counsel, certification and guarantee of signatures and <br />certification as to no litigation pending, as of the date of delivery of the Bonds to <br />the Bond Bank, challenging the validity or issuance of the Bonds. In the event the <br />Controller determines to sell the Bonds to the Bond Bank, the submission of an <br />application to the Bond Bank and the entry by the Commission into the Purchase <br />Agreement and the execution of the Purchase Agreement on behalf of the <br />Commission by the President in accordance with this Resolution are hereby <br />authorized, approved and ratified. <br />(d) If the Bonds are sold at a public or private, negotiated sale <br />other than to the Bond Bank, the Bonds shall be offered and sold pursuant to an <br />Official Statement with respect to the Bonds (the "Official Statement "), to be <br />made available and distributed in such manner, at such times, for such periods and <br />in such number of copies as may be required pursuant to Rule 15c2 -12 <br />promulgated by the United States Securities and Exchange Commission (the <br />"Rule "). The Commission hereby authorizes the Controller to approve the form <br />of the Preliminary Official Statement upon the advice of counsel with such <br />approval to be conclusively evidenced by signature of the Controller thereon. The <br />Commission hereby authorizes the Controller to deem "final" the Preliminary <br />Official Statement, as of its date, in accordance with the provisions of the Rule, <br />subject to completion as permitted by the Rule, and the Commission further <br />authorizes the distribution of the deemed final Official Statement. The <br />Commission hereby authorizes and directs the Controller, upon the advice of the <br />counsel to place into final form and distribute and cause to be delivered the final <br />Official Statement in accordance with the Rule, and further authorizes the <br />Controller to execute the final Official Statement. The Commission covenants <br />and agrees that it will comply with and carry out the continuing disclosure <br />requirements of Section (b)(5) of the Rule. The Commission hereby authorizes <br />the Controller to approve a continuing disclosure contract and to execute the same <br />on the date the Bonds are issued. <br />Section 4. Section 5 of the Bond Resolution is hereby amended as follows: <br />SECTION 5. <br />(a) The Redevelopment District reserves the right to authorize <br />and issue additional bonds ('Parity Bonds "), payable out of the Tax Increment, <br />ranking on a parity with the Bonds authorized by this Resolution and payable <br />ratably from the Tax Increment for the purpose of raising money for future <br />SBWANI 158875v2 -10- <br />