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<br />that exclusion, and (c) it, or persons acti.ng for it, will, among ottier acts
<br />of compliance, (i) apply the proceeds of ttie Notes to ttie governmental
<br />purposes of the borrowing, (ii) restrict the yield on investment property,
<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 ttie extent necessary to assure
<br />such exclusion of that interest under the Code.
<br />The Director of Finance, as the fiscal officer, or any oiher off.icer
<br />of the City kiaving responsibility for issuance of the Notes is hereby autlio-
<br />rized (a) to make or effect any election, selection, designation, choice,
<br />consent, approval, or waiver on behalf of ttie City with respect to ttie iJvtes
<br />as the City is permitted or required to make or give under ttie federal income
<br />tax laws, including, without limitation thereto, any of the elections provided
<br />for in Section 148(f)(4)(C) of the Code or available under Section 148 of ttie
<br />Code, 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 stich
<br />compliance, 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 />determined by thai: 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 tlie intended tax status of ttie Nvtes, and (c) to
<br />give one or more appropriate certificates of the Ca.ty, for inclusion in ttie
<br />transcript of proceedings for the Notes, setting forth the reasonable expect:a-
<br />tions of the City regarding the amounL and use of a11 i;he proceeds of the
<br />Notes, the facts, circumstances and estimates on whieh they are based, and
<br />other facts and circi.imstances relevant to the tax treatment of the interest on
<br />and the tax status of the Notes.
<br />The City hereby represents Y.hat the 1991 Notes are treated as
<br />"qualified tax-exempt obligations" pursuant t.o Sect.ivn 265(b)(3) of th.e Code.
<br />The City hereby covenants that it will redeem ttie 1991 Notes from proceeds of.,
<br />and within 90 days after issuance of, the Notes, and represents ttiat all vther
<br />conditions are met for treating the Notes as "qualified tax-exempt
<br />obligations" and as not to be taken into accoiint under subparagrapli (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 ti.me or in any manner as might
<br />affect the status of the Notes as "qualified tax-exempt obligatiotis", il 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 i:lie
<br />formation of, or benefit from or avail itself of, any such entity. The C:ity
<br />further represents that the Notes are not being issued as part of a direcl or
<br />indirect composite issue that combines issues or lots of tax-exempt
<br />obligations of different issuers.
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