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on behalf of which the City issues obligations, in or during the calendar year in which the Notes
<br />are 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
<br />amounts or payments, as determined by that officer, which action shall be in writing and signed
<br />by the officer, (b) to take any and all other actions, make or obtain calculations, make payments,
<br />and make or give reports, covenants and certifications of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from gross income and the intended tax status of
<br />the Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the
<br />transcript of proceedings for the Notes, setting forth the reasonable expectations of the City
<br />regarding the amount and use of all the proceeds of the Notes, that facts circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant to the tax
<br />treatment of the interest on and the tax status of the Notes.
<br />Section 11. If, in the judgment of the Director of Finance, the filing of an application
<br />for (a) a rating on the Notes by one or more nationally recognized rating agencies, or (b) a policy
<br />of insurance from a company or companies to better assure the payment of principal of and
<br />interest on the Notes, is in the best interest of and financially advantageous to this City, the
<br />Director of Finance is authorized to prepare and submit those applications, to provide to each
<br />such agency or company such information as may be required for the purpose, and to provide
<br />further for the payment of the cost of obtaining each such rating or policy, except to the extent
<br />otherwise paid in accordance with the Note Purchase Agreement, from the proceeds of the Notes
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