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ORDINANCE NO. 2004- 35 PAGE 5
<br />necessary to meet such annual debt charges. Nothing in this section in any way diminishes the
<br />irrevocable pledge of the full faith and credit and general property taxing power of the Village
<br />to the prompt payment of the debt charges on the Notes or Bonds.
<br />Section 10. The Village covenants that it will use, and will restrict the use and
<br />investment of, the proceeds of the Notes in such manner and to such extent as may be necessary so
<br />that (a) the Notes will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds
<br />under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the Code), or
<br />(ii) be treated 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 a preference item under Section 57 of the Code.
<br />The Village further covenants that (a) it will take or cause to be taken such actions that
<br />may be required of it for the interest on the Notes to be and remain excluded from gross income
<br />for federal income tax purposes, and (b) it will not take or authorize to be taken any actions that
<br />would 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, (ii)
<br />restrict the yield on investment property, (iii) make timely and adequate payments to the federal
<br />government, (iv) maintain books and records and make calculations and reports, and (v) refrain
<br />from certain uses of those proceeds and, as applicable, of property financed with such proceeds, all
<br />in such manner and to the extent necessary to assure such exclusion of that interest under the
<br />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 Village hereby represents and covenants
<br />that it, together with all its subordinate entities or entities that issue obligations on its behalf, or on
<br />behalf of which it issues obligations, in or during the calendar year in which the Notes are issued,
<br />(i) have not issued and will not issue tax-exempt obligations designated as "qualified tax-exempt
<br />obligations" for purposes of Section 265(b)(3) of the Code, including the Notes, in an aggregate
<br />amount in excess of $10,000,000, and (ii) have not issued, do not reasonably anticipate issuing,
<br />and will not issue, tax-exempt obligations (including the Notes, but excluding obligations, other
<br />than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity
<br />bonds as defined in Section 141 of the Code and excluding refunding obligations that are not
<br />advance refunding obligations as defined in Section 149(d)(5) of the Code) in an aggregate
<br />amount exceeding $10,000,000, unless the Village first obtains a written opinion of nationally
<br />recognized bond counsel that such designation or issuance, as applicable, will not adversely affect
<br />the status of the Notes as "qualified tax-exempt obligations". Further, the Village represents and
<br />covenants that, during any time or in any manner as might affect the status of the Notes as
<br />"qualified tax-exempt obligations", it has not formed or participated in the formation of, or
<br />benefitted from or availed itself of, any entity in order to avoid the purposes of subparagraph (C)
<br />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 Village further represents that the Notes are
<br />not being issued as part of a direct or indirect composite issue that combines issues or lots of
<br />tax-exempt obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the Village having
<br />responsibility for issuance of the Notes is hereby authorized (a) to make or effect any election,
<br />selection, designation, choice, consent, approval, or waiver on behalf of the Village with respect to
<br />the Notes as the Village is permitted or required to make or give under the federal income tax
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