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<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose
<br />of the borrowing, (ii) restrict ttie yi.eld on investmerit property, (iii) make
<br />timely and adeqiiate payments to the federal. government, (iv) maintain books
<br />and records and make calculations and reports, and (v) refrain f.rom certain
<br />uses of those proceeds and, as applicable, of property financed with such
<br />proceeds, all in sucti manner and to the extent necessary to assure such
<br />exclusion of that interest under tlie Code.
<br />The Director of Finance, as the fi.scal officer, or any other officer
<br />of the City having responsi.bility for issuance of the Notes is hereby aut.ho-
<br />rized (a) to make or effect any election, sel.ection, designation, choice,
<br />consent, approvaJ_, or waiver on behalf of the City with respect to the Notes
<br />as the City is permitt.ed or required to make or give under the federal income
<br />tax laws, including, without limitation, any of the elections provided for in
<br />Section 148(f)(4)(C) of the Code or avail.ab.le under Section 148 of the Code,
<br />for the purpose of assuring, enhancing or protecting favorable tax treatment
<br />or status of the Nvtes or interest thereon or assist.i.ng compliance with
<br />requirements £or that purpose, reducing the burden or expense of such com-
<br />pliance, 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 obviati.ng 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
<br />interest f.rom gross income and the intended tax status of the Notes, and (c)
<br />to give one or more appropriate certif.icates of the City, for inclusion in the
<br />transcript of proceedings for the Nvtes, setting forth the reasonable expecta-
<br />tions of the Cily regarding the amount and use of all the proceeds of the
<br />Notes, the facts, circumstances and est.imates on wh.ich they are based, and
<br />other facts and circumstances relevant to the tax treatment of the interest on
<br />and the tax status of the Notes.
<br />Each covenant made in this Section with respect to the Notes is also
<br />made with respect, to all issues any portion of the debt servi.ce on which. is
<br />paid from proceeds of the Notes (and, if different, the original issue and any
<br />refunding issues i.n a series of ref.undings), to the ext.ent such compliance is
<br />necesGary to assure exclusion of interest on the Notes f:rom 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 they are authorized in this
<br />Section te take with respect to the Notes.
<br />The City hereby represents that the 1991 Notes are treated as "quali-
<br />fied tax-exempt obligat.ions" pursuant to Section 265(b)(3) of the Code. The
<br />City hereby covenants that it will redeem the 1991 Notes from proceeds of, and
<br />within 90 days after issuance of, the Nates, and represents that all other
<br />conditi.ons are met for treating the Notes as qualified tax-exempt obliga-
<br />tions" and as not to be taken into account under subparagra.ph (D) of. Sect.ion
<br />265(b)(3) of the Code, without necessity f.or further designation, by reason of
<br />subparagraph (D)(ii) of Section 265(b)(3) of the Code. Further, the City
<br />represents and covenants that, during any time or in any manner as might
<br />affect the status of the Notes as "qualiPied tax-exempt obligations", it has
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