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<br />(iii) make timely and adequate payments to the federal government, (iv)
<br />maintain books and records and make calculations and reports, and (v) refrain
<br />from certain uses of those proceeds and, as applicable, of property financed
<br />with such proceeds, all in such manner and to the extent necessary to assure
<br />such exclusion of that interest under the Code.
<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 />represents and covenants that it, togetfier with all its subordinate entities
<br />or entities which issue obiigations on its behalf, or on behalf of which it
<br />issues obligations, in or during the calendar year in which the Notes are
<br />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, and (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 nationaily recognized bond counsel that such designation or
<br />issuance, as applicable, will not adversely affect the status.of the Notes as
<br />"qualified tax-exempt obligations". Further, the City represents and
<br />covenants that, during any time or in any manner as might affect the status of
<br />the Notes as "qualified tax-exempt obligations", it has not formed or'
<br />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
<br />265(b)(3) of the Code, and will not form, participate in the formation of, or
<br />benefit from or avail itself of, any such entity. The City further represents
<br />that the Notes 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
<br />issuers.
<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, 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 or 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 inter-
<br />est from gross income and the intended tax status of the Notes, and (c) to
<br />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
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