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this franchise shall terminate. The price to be paid by the City for the
<br />property that may be acquired by the City from a Grantee, by purchase,
<br />condemnation or otherwise, shall, to the extent permitted by law, exclude all
<br />value of this franchise.
<br />
<br /> Section 11. Trustee° The Huntington National Bank, Cleveland, Ohio,
<br />is hereby approved as TrUstee for the Bonds.
<br />
<br /> Section 12. Tax Compliance Covenants and Transcript of Proceeding,~.
<br /> (a) The Issuer covenants that it will restrict, and that it will take such
<br /> actions as are reasonably necessary to require the Trustee in its capacity as
<br /> Trustee to restrict the use of the proceeds of the Series 1991 Bonds in such
<br /> manner and to such extent, if any, as maybe necessary, after taking into account
<br /> reasonable expectations at the time of the delivery of and payment for the Series
<br /> 1991 Bonds, so that the Series 1991 Bonds will not constitute arbitrage bonds
<br /> under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code")
<br /> and the apPlicable regulations prescribed under that Section. To that end, the
<br /> Authorized Official, or any other officer having responsibility for issuing the
<br /> Series 1991 Bonds, shall, alone or with any other officer, agent, or employee of
<br /> or consultant to the Issuer, give an appropriate certificate of the Issuer for
<br /> inclusion in the transcript of proceedings for the Series 1991 Bonds, setting
<br /> forth the reasonable expectations of the Issuer regarding the amount and use of
<br /> all the proceeds of the Series 1991 Bonds and the facts, estimates, and
<br /> circumstances on which those exceptions are based, which certificate may be
<br /> premised in part on the reasonable expectations and the facts, estimates, and
<br /> circumstances as provided by the Independent Engineer, all as of the date of
<br /> delivery of and payment for the Series 1991 Bonds.
<br />
<br /> The Issuer covenants and represents that it will take all actions
<br /> that may be required of the Issuer for the interest on the Series 1991 Bonds to
<br /> be and remain excludable from gross income for federal income tax purposes, and
<br /> that it has not taken and will not take or omit to take any actions which, if
<br /> taken or omitted, would adversely affect such exclusion from gross income for
<br /> federal income tax purposes, under the provisions of the Code and applicable
<br /> amendments thereto, until and unless, and except to the extent the Issuer obtains
<br /> a written Opinion of Bond Counsel that this covenant need not be complied with
<br /> in order for the interest on the Series 1991 Bonds to continue to be excludable
<br /> from gross income for federal income tax purposes.
<br />
<br /> The Issuer will, among other acts of compliance, apply the proceeds
<br />of the Series 1991 Bonds, restrict the yield on investments of, or on obligations
<br />acquired with, such proceeds, make timely rebate payments to the federal
<br />government, maintain books and records, and refrain from certain uses of
<br />proceeds, all in such manner and to the extent necessary for the interest on the
<br />Series 1991 Bonds to be and remain excluded from gross income fOr federal income
<br />tax purposes; and the Authorized Official and other appropriate officers are
<br />hereby authorized and directed to take any and all such actions, make such rebate
<br />payments, and make or give such reports and certifications as may be appropriate
<br />to assure such exclusion of that interest.
<br />
<br /> (b) The Clerk shall furnish to the Original Purchaser a true
<br />transcript of proceedings certified by the Clerk, of all proceedings had with
<br />reference to the issuance of the Series 1991 Bonds along With such other
<br />information for the records of the Issuer as is necessary to determine the
<br />regularity and validity 'of th® issuance of the Series 1991 Bonds;
<br />
<br /> Section 13. Bond Insurance. The Legislative Authority hereby
<br />authorizes the Fiscal Officer to make application for, and to purchase, with
<br />respect to the Series 1991 Bonds, a municipal bond insurance policy and hereby
<br />ratifies any application made. Reasonably standard provisions pertaining to such
<br />insurance policy and reasonable changes to the Indenture relating to such
<br />insurance policy shall be approved by the officers executing the Indenture, which
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