No. 2012 authorizing issuance of bonds for purpose of providing funds for refunding outstanding bonds and financing redevelopment projects in SBCAA (No. 1A) and paying incidental expenses in connection therewith and on account of issuance of bonds

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L During any time that the 2003 Bonds are held in book -entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owner of 2003 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a 2003 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2003 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this resolution. During any time that the 2003 Bonds are held in book -entry form on the books of Depository Trust Company, the provisions of its standard form of Letter of Representations, if executed in connection with the issuance of the 2003 Bonds, as amended and supplemented, or any Blanket Issuer Letter of Representations, or any successor agreement shall control on the matters set forth therein. The President is authorized to execute and deliver such a Letter of Representations. The Registrar, by accepting the duties of Registrar under this resolution, agrees that it will undertake the duties of agent set forth therein and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar. Further, during any time that the 2003 Bonds are held in book -entry form, the provisions of Section 6 of this resolution shall control over conflicting provisions in any other section of this resolution. Section 7. Sale of Bonds. The 2003 Bonds shall be sold through negotiation to the Indiana Bond Bank, or financial institution, or any qualified underwriter. In the event the 2003 Bonds are sold to the Indiana Bond Bank, such sale shall be in accordance with a Qualified Entity Purchase Agreement (the "Of Purchase Agreement') to be entered into by and among the City, the Commission and the Indiana Bond Bank, and in such event, the President of the Commission is authorized to sign the QE Purchase Agreement and the Secretary of the Commission is authorized to attest the President's signature thereon. In connection with the sale of the 2003 Bonds, the Executive and Fiscal Officer and the officers of the Commission are each authorized to take such actions and to execute and deliver such agreements and instruments as they deem advisable, and the taking of such actions and the execution and delivery of such agreements and instruments are hereby approved. After the 2003 Bonds have been properly sold and executed, the Fiscal Officer shall receive from the purchasers payment for the 2003 Bonds and shall provide for delivery of the 2003 Bonds to the Indiana Bond Bank. The Commission and the Fiscal Officer are hereby authorized and directed to obtain legal opinion as to the validity of the 2003 Bonds from Barnes & Thornburg, and to furnish such opinion to the purchasers of the 2003 Bonds. The cost of such opinion may be paid out of the proceeds of the 2003 Bonds, other monies available to the Commission or other monies available to the City. Section 8. Funds and Accounts. -11-