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The Note Registrar may, with the approval of the City, enter into an agreement with the beneficial
<br />owner or registered owner of any Note in the custody of a Depository providing for making all payments
<br />to that owner of principal and interest on that Note or any portion thereof (other than any payment of the
<br />entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal
<br />funds) other than as provided in this Ordinance, without prior presentation or surrender of the Note, upon
<br />any conditions which shall be satisfactory to the Note Registrar and to the City. That payment in any
<br />event shall be made to the person who is the registered owner of that Note on the date that principal is
<br />due, or, with respect to the payment of interest, as of the applicable date agreed upon as the case may be.
<br />The Note Registrar will furnish a copy of each of those agreements, certified to be correct by the Note
<br />Registrar, to other paying agents for Notes and to the City. Any payment of principal or interest pursuant
<br />to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance.
<br />If requested, the Mayor, Director of Finance, Clerk of Council, or any other officer of this Council,
<br />is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, the
<br />letter agreement among the City, the paying agent for the Notes and The Depository Trust Company, as
<br />depository, to be delivered in connection with the issuance of the Notes to the Depository for use in a book
<br />entry system in substantially the form submitted to this Council.
<br />If any Depository determines not to continue to act as a depository for the Notes for use in a book
<br />entry system, the City and the Note Registrar may attempt to establish a securities depository /book entry
<br />relationship with another qualified Depository under this Ordinance. If the City and the Note Registrar do
<br />not or are unable to do so, the City and the Note Registrar, after the Note Registrar has made provision for
<br />notification of the beneficial owners by the then Depository, shall permit withdrawal of the Notes from
<br />the Depository and authenticate and deliver bond certificates in fully registered form to the assigns of the
<br />Depository or its nominee, all at the cost and expense (including costs of printing definitive Notes), if the
<br />event is not the result of action or inaction by the City or the Note Registrar, of those persons requesting
<br />such issuance.
<br />Section 12. Federal Tax Law Compliance. The City hereby covenants that it will comply with
<br />the requirements of all existing and future laws which must be satisfied in order that interest on the Notes is
<br />and will continue to be excluded from gross income for federal income tax proposes, including without
<br />limitation restrictions on the use of the property financed with the proceeds of the Notes so that the Notes
<br />will not constitute "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code
<br />of 1986, as amended (the "Code "). The City further covenants that it will restrict the use of the proceeds of
<br />the Notes in such manner and to such extent, if any, as may be necessary, after taking into account
<br />reasonable expectations at the time the debt is incurred, so that they will not constitute arbitrage bonds Linder
<br />Section 148 of the Code and the regulations prescribed thereunder (the "Regulations ").
<br />The Director of Finance, or any other officer of the City, including the Mayor, is hereby authorized
<br />and directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver
<br />on behalf of the City with respect to the Notes as permitted or required to be made or given under the
<br />federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the
<br />status of the Notes or interest thereon or assisting compliance with requirements for that purpose, reducing
<br />the burden or expense of such compliance, reducing any rebate amount or any payment of penalties, or
<br />making any payments of special amounts in lieu of making computations to determine, or paying, any
<br />excess earnings as rebate, or obviating those amounts or payments, as determined by the Director of
<br />Finance, which action shall be in writing and signed by the Director of Finance, or any other officer of the
<br />City, including the Mayor, on behalf of the City; (b) to take any and all actions, make or obtain calculations,
<br />and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to
<br />assure the exclusion of interest from gross income and the intended tax status of the Notes; and (c) to give
<br />an appropriate certificate on behalf of the City, for inclusion in the transcript of proceedings, setting forth
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