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ORDINANCE NO. 2001- 13 _ PAGE 5
<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 issumg,
<br />and will not issue, taY-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 pnvate 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
<br />laws, including, without limitation thereto, any of the elections provided for in Section
<br />148(f)(4)(C) of the Code or available under Section 148 of the Code, for the purpose of assuring,
<br />enhancing or protecting favorable tax treatment or status of the Notes or interest thereon or
<br />assisting compliance with requirements for that purpose, reducing the burden or expense of such
<br />compliance, reducing the rebate amount or payments of penalties, or making payments of special
<br />amounts in lieu of making computations to deternune, or paying, excess earrungs as rebate, or
<br />obviating those amounts or payments, as determined by that officer, which action shall be in
<br />writing and signed by the ofFicer, (b) to take any and a11 other actions, make or obtain calculations,
<br />make payments, and make or give reports, covenants and certifications of and on behalf of the
<br />Village, as may be appropriate to assure the exclusion of interest from gross income and the
<br />intended tax status of the Notes, and (c) to give one or more appropriate certificates of the Village,
<br />for inclusion in the transcript of proceedings for the Notes, setting forth the reasonable
<br />expectations of the Village regarding the amount and use of all the proceeds of the Notes, the
<br />facts, circumstances and estimates on which they are based, and other facts and circumstances
<br />relevant to the tax treatment of the interest on and the tax status of the Notes.
<br />% Section 11. In connection with the issuance of the Notes, the legal services of
<br />Squire, Sanders & Dempsey L.L.P., as bond counsel, are retained pursuant to an engagement
<br />letter which has been delivered to the Village by that firm. That engagement letter, and the
<br />execution thereof by the Mayor, the Director of Finance, the Director of Law, or any one of them,
<br />are hereby authorized, ratified and approved. In rendering those legal services, as an independent
<br />contractor and in an attorney-client relationship, that firm shall not exercise any administrative
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