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<br />restrict the yield on investment property acquired with those proceeds, (iii) make timely and adequate
<br />payments to the federal government, (iv) maintain books and records and make calculations and
<br />reports, and (v) refrain from certain uses of those proceeds, and, as applicable, of properiy financed
<br />with such proceeds, a11 in such manner and to the extent necessary to assure such exclusion of that
<br />interest under the Code.
<br />The City represents that the Outstanding A Notes and the Outstanding B Notes are
<br />treated as "qualified tax-exempt obligations", and the Outstanding C Notes were designated as
<br />"qualified tax-exempt obligations", pursuant to Section 265(b)(3) of the Code. The City hereby
<br />covenants that the City will redeem the Outstanding A Notes, the Outstanding B Notes and the
<br />Outstanding C Notes from proceeds of, and within 90 days after issuance of, the Bonds, and
<br />represents that all other conditions are met for treating the Bonds as "qualified tax-exempt
<br />obligations" and as not to be taken into account under subparagraph (D) of Section 265(b)(3) of the
<br />Code, without necessity for further designation, by reason of subparagraph (D)(ii) of Section
<br />265(b)(3) of the Code. Further, the City represents and covenants that, during any time or in any
<br />manner as might affect the status of the Bonds as "qualified tax-exempt obligations", it has not
<br />formed or participated in the formation of, nor benefited from or availed itself of, any entity in order
<br />to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form,
<br />participate in the formation of, or benefit from or avail itself of, any such entity. This City further
<br />represents that the Bonds are not being issued as part of a direct or indirect composite issue that
<br />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 Bonds is hereby authorized (a) to make or effect any election,
<br />selection, designation, choice, consent, approval, or waiver on behalf of the Ciiy with respect to the
<br />Bonds as the City is permitted or required to make or give under the federal income tax laws,
<br />including, without limitation, any of the elections available u.nder Section 148 of the Code, for the
<br />purpose of assuring, enhancing or protecting favorable tax treatment or status of the Bonds or interest
<br />thereon or assisting compliance with requirements for that purpose, reducing the burden or expense
<br />of such compliance, reducing the rebate amount or payments or penalties, or making payrnents of
<br />special amounts in lieu of making computations to deternune, or paying, excess earnings as rebate, or
<br />obviating those amounts or payrnents, as determined by that officer, which action sha11 be in writing
<br />and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make
<br />payments, and make or give reports, covenants and certifications of and on behalf of the City, as may
<br />be appropriate to assure the exclusion of interest from gross income and the intended tax status of the
<br />Bonds, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Bonds, setting forth the reasonable expectations of the City regarding the
<br />amount and use of a11 the proceeds of the Bonds, the facts, circumstances and estimates on which they
<br />are based, and other facts and circumstances relevant to the tax treatment or status of the Bonds and
<br />interest thereon.
<br />Each covenant made in this Section with respect to the Bonds is also made with respect
<br />to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and, if
<br />different, the original issue and any refunding issues in a series of refitndings), to the extent such
<br />compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal
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