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compliance, (i) apply the proceeds of the Bonds to the governmental purpose of the borrowing, (ii)
<br />restrict the yield on investment property, (iii) make timely and adequate payments to the federal
<br />government, (iv) maintain 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 such proceeds, a11 in such
<br />manner and to the extent necessary to assure such exclusion of that interest under the Code.
<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 City 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 under 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 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 tax 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
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