|
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 payments of
<br />special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or
<br />obviating those amounts or payments, as determined by that officer, which action shall 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 all 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 of the interest on or status of
<br />the Bonds.
<br />The City hereby represents that the Outstanding Note was designated as a"qualified
<br />tax exempt obligation" pursuant to Section 265(b)(3) of the Code. The City hereby covenants that it
<br />will redeem the Outstanding Note from proceeds of, and within 90 days after issuance of, the Bonds,
<br />and represents that all other conditions are met for treating an amount of the Bonds not in excess of
<br />the amount of the Outstanding Note as "qualified taY exempt obligations" and as not to be taken into
<br />account under subparagraph (D) of Section 265(b)(3) of the Code, without necessity for further
<br />designation, by reason of subparagraph (D)(ii) of Section 265(b)(3) of the Code. Any amount of the
<br />Bonds in excess of the amount of the Outstanding Note, determined in accordance with Section
<br />265(b)(3) of the Code (the Designated Amount), is hereby designated as "qualified tax exempt
<br />obligations" for purposes of Section 265(b)(3) of the Code. In that connection, the City hereby
<br />represents and covenants that the City, together with all of its subordinate entities or entities that issue
<br />obligations on behalf of the City, or on behalf of which the City issues obligations, in or during the
<br />calendar year in which the Bonds are issued, (i) have not issued and will not issue tax exempt
<br />obligations designated as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the
<br />Code (including the Designated Amount of the Bonds), in an aggregate amount in excess of
<br />$10,000,000, and (ii) has not issued, does not reasonably anticipate issuing, and will not issue, tax
<br />exempt obligations (including the Designated Amount of the Bonds, but excluding obligations, other
<br />than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as
<br />defined in Section 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 aggregate amount exceeding
<br />$10,000,000, unless the City first obtains a written opinion of nationally recognized bond counsel that
<br />such designation or issuance, as applicable, will not adversely affect the status of the Bonds 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 Bonds as "qualified taY exempt obligations", the
<br />City has not formed or participated in the formation of, or benefited from or availed itself of, any
<br />entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and
<br />will not form, participate in the formation of, or benefit from or avail itself of, any such entity. The
<br />City further represents that the Bonds are not being issued as part of a direct or indirect composite
<br />issue that combines issues or lots of tax exempt obligations of different issuers.
<br />Each covenant made in this Section with respect to the Bonds is also made with
<br />respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and,
<br />if different, the original issue and any refunding issues in a series of refundings), to the extent such
<br />compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal
<br />-14-
|