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Sections 141, 148 or• 149 of the Internal Revenue Code of 1986, as amended (the "Code") or (ii)
<br />be heated other than as bonds to which Section 103(a) of the Code applies, and (b) the interest
<br />on the Notes will not be treated as an item of tax preference under Section 57 of the Code.
<br />The City further covenants that (a) it will take or cause to be taken such actions that may
<br />be required of it for the interest on the Notes to be and remain excluded from gross income for
<br />federal income tax purposes, (b) it will not take or authorize to be taken any actions that would
<br />adversely affect that exclusion, and (c) it, or persons acting for it, will, among other acts of
<br />compliance, (i) apply the proceeds of the Notes to the governmental purpose of the borrowing,
<br />(ii) restrict the yield on investment property, (iii) make timely and adequate payments to the
<br />federal government, (iv) maintain books and records and make calculations and reports and (v)
<br />refrain from certain uses of those proceeds, and, as applicable, of property financed with such
<br />proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest
<br />under the Code.
<br />The Notes are hereby designated as "qualified tax-exempt obligations" for purposes of
<br />Section 265(b)(3) of the Code. In that connection, the City hereby represents and covenants that
<br />City, together with all its subordinate entities or entities that issue obligations on its behalf, or on
<br />behalf of which the City issues obligations, in or during the calendar year in which the Notes are
<br />issued, (i) have not issued and will not issue tax-exempt obligations designated as "qualified
<br />tax-exempt obligations" for purposes of Section 265(b)(3) of the Code, including the Notes, in an
<br />aggregate amount in excess of $10,000,000, and (ii) have not issued, do not reasonably anticipate
<br />issuing, and will not issue, tax-exempt obligations (including the Notes, but excluding
<br />obligations, other than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are
<br />private activity bonds as defined in Section 141 of the Code and excluding refunding obligations
<br />that are not advance refunding obligations as defined in Section 149(d)(5) of the Code) in an
<br />aggregate amount exceeding $10,000,000, unless the City first obtains a written opinion of
<br />nationally recognized bond counsel that such designation or issuance, as applicable, will not
<br />adversely affect the status of the Notes as "qualified tax-exempt obligations". Further, the City
<br />represents and covenants that, during any time or• in any manner as might affect the status of the
<br />Notes as "qualified tax-exempt obligations", it has not formed or• participated in the formation of,
<br />or benefited from or availed itself of, any entity in order to avoid the purposes of subparagraph
<br />(C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or
<br />benefit from or avail itself of, any such entity. The City further represents that the Notes are not
<br />being issued as part of a direct or indirect composite issue that combines issues or lots of tax-
<br />exempt obligations of different issuers.
<br />The Director of Finance or any other officer of the City having responsibility for issuance
<br />of the Notes is hereby authorized (a) to make or effect any election, selection, designation,
<br />choice, consent, approval or• waiver on behalf of the City with respect to the Notes as the City is
<br />permitted to or required to make or give under the federal income tax laws, including, without
<br />limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the Code or•
<br />available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
<br />favorable tax treatment or status of the Notes or• interest thereon or assisting compliance with
<br />requirements for that purpose, reducing the burden or expense of such compliance, reducing the
<br />rebate amount or payments or penalties, or making payments of special amounts in lieu of
<br />making computations to determine, or• paying excess earnings as rebate, or obviating those
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