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Notes, and represents that all other conditions are met for treating an amount of the Notes not in
<br />excess of the amount of the Outstanding Notes as "qualified tax- exempt obligations" and as not to
<br />be taken into account under subparagraph (D) of Section 265(b)(3) of the Code, without necessity
<br />for further designation, by reason of subparagraph (D)(ii) of Section 265(b)(3) of the Code. Any
<br />amount of the Notes in excess of the amount of the Outstanding Notes, determined in accordance
<br />with Section 265(b)(3) of the Code (the Designated Amount), is hereby designated as "qualified
<br />tax- exempt obligations" for purposes of Section 265(b)(3) of the Code. In that connection, the City
<br />hereby represents and covenants that it, together with all its subordinate entities or entities that issue
<br />obligations on its behalf, or on behalf of which it issues obligations, in or during the calendar year in
<br />which the Notes are issued, (i) have not issued and will not issue tax- exempt obligations designated
<br />as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code, including the
<br />Designated Amount of the Notes, in an aggregate amount in excess of $10,000,000, and (ii) have
<br />not issued, do not reasonably anticipate issuing, and will not issue, tax- exempt obligations
<br />(including the Designated Amount of the Notes, but excluding obligations, other than qualified
<br />501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as defined in
<br />Section 141 of the Code and excluding refunding obligations that are not advance refunding
<br />obligations as defined in Section 149(d)(5) of the Code) in an aggregate amount exceeding
<br />$10,000,000, unless the City first obtains a written opinion of nationally recognized bond counsel
<br />that such designation or issuance, as applicable, will not adversely affect the status of the Notes as
<br />"qualified tax- exempt obligations ". Further, the City represents and covenants that, during any time
<br />or in any manner as might affect the status of the Notes as "qualified tax- exempt obligations ", it has
<br />not formed or participated in the formation of, or benefited from or availed itself of, any entity in
<br />order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will
<br />not form, participate in the formation of, or benefit from or avail itself of, any such entity. The City
<br />further represents that the Notes are not being issued as part of a direct or indirect composite issue
<br />that combines issues or lots of tax- exempt obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the City 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 City with respect to the
<br />Notes as the City is permitted or required to make or give under the federal income tax laws,
<br />including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the
<br />Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or
<br />protecting favorable tax treatment or status of the Notes or interest thereon or assisting compliance
<br />with requirements for that purpose, reducing the burden or expense of such compliance, reducing
<br />the rebate amount or payments of penalties, or making payments of special amounts in lieu of
<br />making computations to determine, or paying, excess earnings as rebate, or obviating those amounts
<br />or payments, as determined by that officer, which action shall be in writing and signed by the
<br />officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make
<br />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)
<br />to give one or more appropriate certificates of the City, for inclusion in the transcript of proceedings
<br />for the Notes, setting forth the reasonable expectations of the City regarding the amount and use of
<br />all the proceeds of the Notes, the facts, circumstances and estimates on which they are based, and
<br />other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the
<br />Notes.
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