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<br />will not take or authorize to be taken any actions that would adversely affect
<br />that exclusion, and (c) it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental
<br />purposes of the borrowing, (ii) restrict the yield on investment property,
<br />(iii) make timely and adequate payments to the federal government, (iv) main-
<br />tain books and records and make calculations and reports, and (v) refrain from
<br />certain uses of those proceeds and, as applicable, of property financed with
<br />such proceeds, all in such manner and to the extent necessary to assure such
<br />exclusion of that interest under the Code.
<br />The Director of Finance, as the fiscal officer, or any other officer
<br />of the City having responsibility for issuance of the Notes is hereby autho-
<br />rized (a) to make or effect any election, selection, designation, choice,
<br />consent, approval, or waiver on behalf of the City with respect to the Notes
<br />as the City is permitted or required to make or give under the federal income
<br />tax laws, incliiding, without limitation thereto, any of the elections provided
<br />for in Section 148(f)(4)(C) of the Code or available under Section 148 of the
<br />Code, for the purpose of assuring, enhancing or protecting favorable tax
<br />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
<br />compliance, reducing the rebate amount or payments of penalties, or making
<br />payments of special amounts in lieu of making computations to determine, or
<br />paying, excess earnings as rebate, or obviating those amounts or payments, as
<br />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,
<br />make payments, and make or give reports, covenants and certifications of and
<br />on behalf of the City, as may be appropriate to assure the exclusion of
<br />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
<br />transcript of proceedings for the Notes, setting forth the reasonable expecta-
<br />tions of the City regarding the amount and use of all the proceeds of the
<br />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
<br />and the tax status of the Notes.
<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 />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
<br />which it issues obligations, in or during the calendar year in which the Notes
<br />are issued, (i) have not issued and will not issue tax-exempt obligations
<br />designated as "qualified tax-exempt obligations" for purposes of Section
<br />265(b)(3) of the Code, including the Notes, in an aggregate amount in excess
<br />of $10,000,000, aiid (ii) have not issued, do not reasonably anticipate
<br />issuing, and will not issue, tax-exempt obligations (including the Notes, but
<br />excluding obligations, other than qualified 501(c)(3) bonds as defined in
<br />Section 145 of the Code, that are private activity bonds as defined in Section
<br />141 of the Code and excluding refunding obligations that are not advance
<br />refunding obligations as defined in Section 149(d)(5) of the Code) in an
<br />aggregate amount exceeding $10,000,000, unless the City first obtains a
<br />written opinion of nationally recognized bond caunsel that such designation or
<br />issuance, as applicable, will not adversely affect the status of the Notes as
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