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federal income tax purposes, and (b) it will not take or authorize to be taken any actions that would
<br />adversely affect that exclusion, and (c) it, or persons acting for it, will, among other acts of
<br />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, all 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 (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 Bonds, and represents that all other conditions are met for treating an amount of the
<br />Bonds not in excess of the amount of the Outstanding Note as "qualified tax exempt obligations" and
<br />as not to be taken into account under subparagraph (D) of Section 265(b)(3) of the Code, without
<br />necessity for further designation, by reason of subparagraph (D)(ii) of Section 265(b)(3) of the Code.
<br />Any amount of the Bonds in excess of the amount of the Outstanding Note, determined in accordance
<br />with Section 265(b)(3) of the Code (the Designated Amount), is hereby designated as "qualified tax
<br />exempt obligations" 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 entities or entities that issue
<br />obligations on its behalf, or on behalf of which it issues obligations, in or during the calendar year in
<br />which the Bonds are issued, (i) have not issued and will not issue tax exempt obligations designated
<br />as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code (including the
<br />Designated Amount of the Bonds, but excluding qualified 501(c)(3) bonds as defined in Section 145
<br />of the Code so designated) in an aggregate amount in excess of $30,000,000, and (ii) have not issued,
<br />do not reasonably anticipate issuing, and will not issue, tax exempt obligations (including the
<br />Designated Amount of the Bonds, but excluding obligations that are private activity bonds as defined
<br />in Section 141 of the Code and excluding refunding obligations that are not advance refunding
<br />obligations as defined in Section 149(d)(5) of the Code) in an aggregate amount exceeding
<br />$30,000,000, unless the City first obtains a written opinion of nationally recognized bond counsel that
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