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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,
<br /> which action shall be in writing and signed by the officer, (b)to take any and all other actions,make
<br /> or obtain calculations, 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 interest from gross income
<br /> and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the
<br /> City, for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable
<br /> expectations of the City regarding the amount and use of all the proceeds of the Bonds, the facts,
<br /> circumstances and estimates on which they are based, and other facts and circumstances relevant to
<br /> the tax treatment of the interest on the Bonds or the tax status of the Bonds.
<br /> Each covenant made in this Section with respect to the Bonds is also made with respect
<br /> to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and, if
<br /> different, the original issue and any refunding issues in a series of refundings), to the extent such
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