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<br />of the tax levy shall be placed in the Bond Retirement Fund, which is
<br />irrevocably pledged for the payment of the principal of and interest on the
<br />Notes or the Bonds when and as the same fall due.
<br />Section 10. The City covenants that it will restrict the use of the
<br />proceeds of the Notes in such manner and to such extent, if any, as may be
<br />necessary so that the Notes will not constitute arbitrage bonds under Section
<br />148 of the Internal Revenue Code of 1986, as amended (the Code). The Director
<br />of Finance, as the fiscal officer, or any other officer of the City having
<br />responsibility for the issuance of the Notes shall give an appropriate
<br />certificate of the City, for inclusion in the transcript of proceedings for
<br />the Notes, setting forth the reasonable expectations of the City regarding the
<br />amount and use of all the proceeds of the Notes, the facts, circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treatment of the interest on the Notes.
<br />The City covenants that it (a) will take or cause to be taken such
<br />actions that may be required of it for the interest on the Notes to be and
<br />remain excluded from gross income for federal income tax purposes, and (b)
<br />will not take or authorize to be taken any actions that would adversely affect
<br />that exclusion, and that it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose
<br />of the borrowing, (ii) restrict the yield on investment property acquired with
<br />those proceeds, (iii} make timely rebate payments to the federal government,
<br />(iv) maintain books and records and make calculations and reports, and (v)
<br />refrain from certain uses of those proceeds, all in such manner and to the
<br />extent necessary to assure such. exclusion of that interest under the Code.
<br />The Director of Finance and other appropriate officers are authorized and
<br />directed to take any and all actions, make calculations and rebate payments,
<br />and make or give reports and certifications, as may be appropriate to assure
<br />such exclusion of that interest.
<br />The Notes are hereby designated as "qualified tax-exempt obligations"
<br />for purposes of Section 265(b)(3) of the Code. In that connection, the City
<br />represents and covenants that it, together with all its subordinate entities
<br />or entities which issue obligations on its behalf, or on behalf of which it
<br />issues obligations, in or during the calendar year in which the Notes are
<br />issued, (i) have not and will not issue tax-exempt obligations designated as
<br />"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the
<br />Code, including the Notes, in an aggregate amount in excess of $10,000,000,
<br />and (ii) have not issued, do not reasonably anticipate issuing, and will not
<br />issue, tax-exempt obligations (including the Notes, but excluding obligations,
<br />other than qualified 501(c)(3) bonds as defined in Section 145 of the Code,
<br />that are private activity bonds as defined in Section 141 of the Code and
<br />excluding refunding obligations that are not advance refunding obligations as
<br />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
<br />recognized bond counsel that such designation or issuance, as applicable, will
<br />not adversely affect the status of the Notes as "qualified tax-exempt
<br />obligations". Further, the City represents and covenants that, during any
<br />time or in any manner as might affect the treatment of the Notes as "qualified
<br />tax-exempt obligations", it has not formed or participated in the formation
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