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<br />Tlie City f.urther covenants that (a) it will take or cause to be taken
<br />such actions that may be required of it for the interest on the Notes to be
<br />and remain excluded f.rom gross income for federal income tax purposes, (b) it
<br />will not take or autborize to be taken any actious that would adversely affect
<br />that exclusion, atid (c) it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose
<br />of the borrowing, (ii) restrict the yield on investment property, (iii) make
<br />timely and adequate payments to the federal government, (iv) maintain books
<br />and records and make caiculations and reports, and (v) refrain from certain
<br />uses of those proceeds and, as appli.cable, of property financed with such
<br />proceeds, all in such manner and to the extent necessary to assure such
<br />exclusion of that interest under the Code.
<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 i.s permitted or requ.ired to make or give under the federa] i.ncome
<br />tax laws, including, without limitation, any of the elections provided for in
<br />Section 148(f)(4)(C) of the Code or available under Section 148 of the Code,
<br />for the purpose of assuring, enhaiicing or protecting favorable tax treatment
<br />or status of the Notes or interest thereon or assist.ing compliance with
<br />requi.rements for that ptirpose, reducing t.he burden or expense of such
<br />compliance, reducing the rebate amoutit or payments of penalties, or making
<br />payments of special amounts .in lieu of making computations to determine, or
<br />paying, excess eariiings as rebate, or obviating those amounts or payments, as
<br />determ3ned by that off.icer, which action shal.l be in writi.ng 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 a.ppropriate to assure the exclusion of
<br />interest from gross income and the intended tax status of the Notes, and (c)
<br />to give one or more appropriate cert.ificates of the City, for incliision in the
<br />transcript of proceedings for the Notes, setting forth the reasonable expecta-
<br />tions of ttie City regarding the amount and use of all the proceeds of the
<br />Notes, the facts, circumstances and estimates on which they are based, and
<br />oY.her facts and circurnstances relevant tv the tax treatment of ttie interest on
<br />and ttie tax status of the Notes.
<br />Each covenant made in this Section with respect i;o the Notes is also
<br />made with respeci to all issues any portion of the debt service on which is
<br />paid from proceeds of the Notes (and, if different, the original issue and any
<br />refundijig issues in a series of refundiiigs), to the extent such compliance is
<br />necessary to assure exclusion of interest on the Notes from gross income for
<br />federal income tax purposes, and the officers identified above are authorized
<br />to take actions with respect to those issues as tYiey are atithorized in this
<br />Section to take with respect to Y,he Notes.
<br />TYie City hereby represents that the Outstanding Notes are treated as
<br />"qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code.
<br />The City hereby covenaiits that it will redeem the Oixtstanding Not.es from
<br />proceeds of, and within 90 days after issuance of, the Notes, and represents
<br />that all other conditions are met for treating the Notes as "yualified tax-
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