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bonds under Sections 141 or 148 of the Code or (ii) be treated other than as bonds the interest on
<br /> which is excluded from gross income under Section 103 of the Code, and (ii) the interest on the
<br /> Bonds will not be an item of tax preference under Section 57 of the Code.
<br /> The City further covenants that(a) it will take or cause to be taken such actions that may
<br /> be required of it for the interest on the Bonds to be and to remain excluded from gross income for
<br /> federal income tax purposes, and (b) it will not take or authorize to be taken any actions that would
<br /> adversely affect that exclusion, and (c) it, or persons acting for it, will, among other acts of
<br /> compliance, (i) apply the proceeds of the Bonds to the governmental purpose of the borrowing, (ii)
<br /> restrict the yield on investment property acquired with those proceeds, (iii) make timely and
<br /> adequate payments to the federal government, (iv) maintain books and records and make
<br /> calculations and reports and (v) refrain from certain uses of those proceeds, and, as applicable, of
<br /> property financed with such proceeds, all in such manner and to the extent necessary to assure such
<br /> exclusion of that interest under the Code.
<br /> The Bonds are hereby designated as "qualified tax exempt obligations" for purposes of
<br /> Section 265(b)(3) of the Code. In that connection, the City hereby represents and covenants that it,
<br /> together with all its subordinate entities or entities that issue obligations on its behalf,or on behalf of
<br /> which the City issues obligations, in or during the calendar year in which the Bonds are issued, (i)
<br /> has not issued and will not issue tax exempt obligations designated as "qualified tax exempt
<br /> obligations" for purposes of Section 265(b)(3) of the Code, including the Bonds, in an aggregate
<br /> amount in excess of$10,000,000, and (ii)has not issued, does not reasonably anticipate issuing, and
<br /> will not issue tax exempt obligations (including the Bonds, but excluding obligations, other than
<br /> qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as
<br /> defined in Section 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 aggregate amount
<br /> exceeding$10,000,000, unless the City first obtains a written opinion of nationally recognized bond
<br /> counsel that such designation or issuance, as applicable, will not adversely affect the status of the
<br /> Bonds as"qualified tax exempt obligations". Further,the City represents and covenants that, during
<br /> any time or in any manner as might affect the status of the Bonds as "qualified tax exempt
<br /> obligations", it has not formed or participated in the formation of, or benefited from or availed itself
<br /> of, any entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the
<br /> Code, and will not form, participate in the formation of, or benefit from or avail itself of, any such
<br /> entity. The City further represents that the Bonds are not being issued as part of a direct or indirect
<br /> composite issue that combines issues or lots of tax exempt obligations of different issuers.
<br /> The Director of Finance, as the fiscal officer, or any other officer of the City having
<br /> responsibility for issuance of the Bonds is hereby authorized (a) to make or effect any election,
<br /> selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to the
<br /> Bonds as the City is permitted or required to make or give under the federal income tax laws,
<br /> including, without limitation, any of the elections provided for or available under Section 148 of the
<br /> Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the
<br /> Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the
<br /> burden or expense of such compliance, reducing the rebate amount or payments or penalties, or
<br /> making payments of special amounts in lieu of making computations to determine, or paying,
<br /> excess earnings as rebate, or obviating those amounts or payments, as determined by that officer,
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