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maintain books and records and make calculations and reports, and (v) refrain from certain uses of
<br />those proceeds and, as applicable, of property financed with such proceeds, all in such manner and
<br />to the extent necessary to assure such exclusion of that interest under the Code.
<br />The City hereby represents that the Outstanding Note was designated (or treated) as a
<br />"qualified tax-exempt obligation" pursuant to Section 265(b)(3) of the Code. The City hereby
<br />covenants that it will redeem the Outstanding Note from proceeds of, and within 90 days after
<br />issuance of, the Notes, and represents that all other conditions are met for treating an amount of
<br />the Notes not in excess of the amount of the Outstanding Note as "qualified tax-exempt
<br />obligations" and as not to be taken into account under subparagraph (D) of Section 265(b)(3) of
<br />the Code, without necessity for further designation, by reason of subparagraph (D)(ii) of Section
<br />265(b)(3) of the Code. Any amount of the Notes in excess of the amount of the Outstanding
<br />Note, determined in accordance with Section 265(b)(3) of the Code (the Designated Amount), is
<br />hereby designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the
<br />Code. In that connection, the City hereby represents and covenants that it, together with all its
<br />subordinate entities or entities that issue obligations on its behalf, or on behalf of which it issues
<br />obligations, in or during the calendar year in which the Notes are issued, (i) have not issued and
<br />will not issue tax exempt obligations designated as "qualified tax exempt obligations" for purposes
<br />of Section 265(b)(3) of the Code (including the Designated Amount of the Notes, but excluding
<br />qualified 501(c)(3) bonds as defined in Section 145 of the Code so designated) in an aggregate
<br />amount in excess of $30,000,000, and (ii) have not issued, do not reasonably anticipate issuing, and
<br />will not issue, tax exempt obligations (including the Designated Amount of the Notes, but excluding
<br />obligations that are private activity bonds as defined in Section 141 of the Code and excluding
<br />refunding obligations that are not advance refunding obligations as defined in Section 149(d)(5) of
<br />the Code) in an aggregate amount exceeding $30,000,000, unless the City first obtains a written
<br />opinion of nationally recognized bond counsel that such designation or issuance, as applicable,
<br />will not adversely affect the status of the Notes as "qualified tax-exempt obligations". Further,
<br />the City represents and covenants that, during any time or in any manner as might affect the
<br />status of the Notes as "qualified tax-exempt obligations", it has not formed or participated in the
<br />formation of, or benefited from or availed itself of, any entity in order to avoid the purposes of
<br />subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the
<br />formation of, or benefit from or avail itself of, any such entity. The City further represents that
<br />the Notes are not being issued as part of a direct or indirect composite issue that combines issues
<br />or lots oftax-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 Notes 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 />Notes as the City is permitted or required to make or give under the federal income tax laws,
<br />including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the
<br />Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or
<br />protecting favorable tax 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 compliance, reducing
<br />the rebate amount or payments of penalties, or making payments of special amounts in lieu of
<br />making computations to determine, or paying, excess earnings as rebate, or obviating those amounts
<br />or payments, as determined by that officer, which action shall be in writing and signed by the
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