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ORDINANCE NO. 2005- PAGE 5
<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 properly, (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 u.nder the
<br />Code.
<br />The Village hereby represents that the Outstanding Note (the Refunded Obligation)
<br />was designated or treated as a"qualified tax-exempt obligation" pursuant to Section 265(b)(3) of
<br />the Code. The Village hereby covenants that it will redeem the Refunded Obligation from
<br />proceeds of, and within 90 days after issuance of, the Notes, and represents that all other
<br />conditions are met for treating the amount of the Notes equal to the face amount thereof as
<br />"qualified tax-exempt obligations" and as not to be taken into account under subparagraph (D) of
<br />Section 265(b)(3) of the Code, without necessity for further designation, by reason of
<br />subparagraph (D)(ii) of Section 265(b)(3) of the Code. Further, the Village represents and
<br />covenants that, dunng 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 />benefited from or availed itself of, any entity in order to avoid the purposes of subparagraph (C) or
<br />(D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or benefit
<br />from or avail itself of, any such entity. The Village further represents that the Notes are not being
<br />issued as part of a direct or indirect composite issue that combines issues or lots of tax-exempt
<br />obligations of different issuers.
<br />The amount of the Notes (such amount being based on the issue price of the Notes as
<br />determined under the Code) in excess of the face amount thereof are hereby designated as
<br />"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. In that
<br />connection, the Village hereby represents and covenants that it, together with all its subordinate
<br />entities or entities that issue obligations on its behalf, or on behalf of which it issues obligations, in
<br />or during the calendar year in which the Notes are issued, (i) have not issued and will not issue
<br />tax-exempt obligations designated as "qualified tax-exempt obligations" for purposes of Section
<br />265(b)(3) of the Code, including the aforesaid amount of the Notes, in an aggregate amount in
<br />excess of $10,000,000, and (ii) have not issued, do not reasonably anticipate issuing, and will not
<br />issue, tax-exempt obligations (including the aforesaid amount of 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 Village 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 Village
<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 benefitted 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 m 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.
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