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<br />file with the Fiscal Officer, after approval thereof by the Legal Officer and after ronsent thereto
<br />has been received by a majority of the Holders of Bonds Outstanding and notice of such Fourth
<br />Supplemental Indenture has been given to the Holders in accordance with the terms of the
<br />Indenture, so that the Original Indenture may be amended in the respects provided for therein
<br />and that the Bonds may be secured by the Original Indenture, the Third Supplemental Indenture
<br />and the Fourth Supplemental Indenture and may be declared and become due and payable in the
<br />marmer and to the effect provided by the Original Indenture, the Third Supplemental Indenture
<br />and the Fourth Supplemental Indenture, with such changes therein as the officers executiug the
<br />same shall approve, which approval shall be evidenced by their execution thereof The Mayor,
<br />the Fiscal Officer, the Clerk and the Legal Officer are hereby authorized and directed to take any
<br />and all actions necessary or proper consistent with the terms of the Fourth Supplemental
<br />Indenture, including the execution of any financing statements or other instruments or other
<br />instruments necessary or appropriate to release the lien or the mortgage granted by the Indenture
<br />applicable to the Mortgaged Properties.
<br />The distribution of a Preliminary Official Statement of the Issuer relating to the
<br />original issuance of the Series 2006 Bonds is hereby approved, and the Fiscal Officer and the
<br />Director of Public Works of the Issuer, or anyone of them, is each hereby authorized and
<br />directed to complete a Preliminary Official Statement and complete and execute, on behalf of the
<br />Issuer and in their official capacities, a final Official Statement, with such modifications, changes
<br />and supplements as are necessary or desirable for the purposes thereof as such officers, or any
<br />one of them , shall approye.Such officers, or anyone of them, are authorized to use and
<br />distribute, or authorize the use and distribution of, the Official Statement and any supplements
<br />thereto as so executed in connection with the original issuance of the Series 2006 Bonds, and are,
<br />subject to the provisions of the Bond Purchase Agreement, each authorized and 4irected to
<br />advise the Original Purchaser in writing regarding limitations on the use of the Official
<br />Statement and any supplements thereto for purposes of marketing or reoffering the Series 2006
<br />Bonds as the officer acting deems necessary or appropriate to protect the interests of the Issuer.
<br />The Fiscal Officer and the Mayor, or anyone of them, are authorized to execute and deliver, on
<br />behalf of the Issuer in their official capacities, such certificates in connection with the accuracy
<br />of the Official Statement and any supplements thereto as may, in their judgment, be necessary or
<br />appropriate.
<br />The Fiscal Officer is authorized and directed to execute a continuing disclosure
<br />agreement (the "Disclosure Agreement") dated the date of delivary of the Bonds and delivered
<br />to the Original Purchaser for the benefit of the holders of the Series 2006 Bonds and to assist the
<br />Original Purchaser in complying with SEC. Rule 15c2-12(b )(5). The Disclosure Agreement
<br />shall be in substantially the fonn now on file, or as will be on file no later than the date of
<br />passage of this Series 2006 Bond Legislation, with the Fiscal Officer which is hereby approved,
<br />with such changes therein as are not in'consistent with this Series 2006 Bond Legislation and not
<br />substantially adverse to the Issuer as may be approved by the Fiscal Officer. The approval of
<br />such changes, and that such changes are not substantially adverse to the Issuer, shall be
<br />conclusively evideuced by the execotion of the Disclosure Agreement by the Fiscal Officer.
<br />The Clerk shall furnish to the Original Purchaser a true transcript of proceedings
<br />certified by the Clerk, of all proceedings had with reference to the issuance of the Series 2006
<br />Bonds along with such other infonnation for the records of the Issuer as is necessary to
<br />determine the rego1arity and validity of the issuance of the Series 2006 Bonds
<br />Section 9. Tax Comoliance Covenants. The Issuer covenants that it will
<br />restrict, and that it will take such actions as are reasonably necessary to require the Trustee in its
<br />capacity as Trustee to restrict the use of the proceeds of the Series 2006 Bonds in such marmer
<br />and to such extent, if any, as may be necessary, after taking into account reasonable expectations
<br />at the time of the de1ivary of and payment for the Series 2006 Bonds, so that the Series 2006
<br />Bonds will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of
<br />1986, as amended (the "Code") and the applicable regulations prescribed under that Section. To
<br />that end, the Authorized Official, or any other officer having responsibility for issuing the Series
<br />2006 Bonds, shall, alone or with any other officer, agent, or employee of or consultant to the
<br />Issuer, give an appropriate certificate of the Issuer for inclusion in the transcript of proceedings
<br />for the Series 2006 Bonds, setting forth the reasonable expectations of the Issuer regarding the
<br />amount and use of all the proceeds of the Series 2006 Bonds aud the facts, estimates, and
<br />circumstances on which those expectations are based.
<br />The Issuer covenants and represents that it will take all actions that may be
<br />required of the Issuer for the interest on the Series 2006 Bonds to be and remain excludable tram
<br />gross income for federal income tax purposes, and that it has not taken and will not take or omit
<br />to take any actions wÍrich, if taken or omitted, would adversely affect such exclusion ITom gross
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