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<br />The Di.rector of Finance, as the fiscal officer., or any other officer
<br />vf 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, appz-oval, 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, including, without limitation thereto, any of the elections provided
<br />fvr in Section 148(f)(4)(C) of the Code or available under Section 148 of the
<br />Code, for the purpose of assuring, entiancing or protecting favorable tax
<br />treatment or status of_ the Notes or interest thereon or assisting compliance
<br />w9.th requirements for that purpose, reducing the burden or expense of such
<br />compiiance, reducing the rebate amount or payments of 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 />determiiied by tliat 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 Ue appropriate to assure the exclusion of
<br />interest f..rom gross incame and the intended tax stat.us of the Notes, and (c)
<br />to give one or more appropriate certificates of the City, for inclusion in the
<br />transcri},t ot proceedings for the Notes, setting forth the reasonable expecta-
<br />t9ons of the City regarding the amount and use of all the proceeds of the
<br />Notes, ttie facts, circumstances and estimates on which they are based, and
<br />otYier faci:s atid circiimstances relevant to the tax treatment of the interest on
<br />and the tax status of the Notes.
<br />Each covenant made in this section witYi respect to the Notes is also
<br />made wit:h respect 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 />refunding issues in a ser.ies of refundings), to the extent such compliance is
<br />necessary to assure exclusion of interest on the Notes from gross income f_or
<br />federal iricome tax purposes, and the officers identified above are autliorized
<br />to take actions wi.th respect to those issues as they are authorized in ttiis
<br />section to take wi.th respect to the Notes.
<br />The City hereby represents that the 1992 Notes are treated as
<br />"qualiEied tax-exempt obligations" pursuant to Sect.ion 265(b)(3) of the Code.
<br />The City hereby covenants that it will redeem the 1992 Notes from proceeds of,
<br />and w.ithin 90 days after issuance of, the Notes, and represents that all other
<br />conditions are met for treating the Notes as "qualified tax-exempt
<br />obligat.ions" and as not to be taken into account under subparagraph (D) of
<br />Section 265(b)(3) of the Code, without necessity for further designation, by
<br />reason of subparagraph (D)(ii) of Section 265(b)(3) of the Code. Further, the
<br />City represents and covenants that, during any time or in any manner as might
<br />affect the status of the Notes as "qualified tax-exempt obligations", it has
<br />not formed or participated in the formation of, or benefited from or availed
<br />itself of, any entity in order to avoid the purposes of subparagraph (C) or
<br />(D) of Section 265(b)(3) of the Code, and will not form, participate in the
<br />f.ormation of, or benefit from or avail itself of, any such entity. The City
<br />further represents that the Notes are not being issued as part of a direct or
<br />indirect composite issue that combines issues or lots of tax-exempt
<br />obligations of different issuers.
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