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determined in accordance with Section 265(b)(3) of the Code (the Designated Amount), is hereby
<br /> designated as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code. In
<br /> that connection, the City hereby represents and covenants that the City, together with all of its
<br /> subordinate entities or entities that issue obligations on behalf of the City, or on behalf of which the
<br /> City issues obligations, in or during the calendar year in which the Bonds are issued, (i) have not
<br /> issued and will not issue tax exempt obligations designated as"qualified tax exempt obligations" for
<br /> purposes of Section 265(b)(3) of the Code (including the Designated Amount of the Bonds), in an
<br /> aggregate amount in excess of$10,000,000, and (ii) has not issued, does not reasonably anticipate
<br /> issuing, and will not issue, tax exempt obligations (including the Designated Amount of the Bonds,
<br /> but excluding obligations, other than qualified 501(c)(3) bonds as defined in Section 145 of the
<br /> Code, that are private activity bonds as defined in Section 141 of the Code and excluding refunding
<br /> obligations that are not advance refunding obligations as defined in Section 149(d)(5) of the Code)
<br /> in an aggregate amount exceeding $10,000,000, unless the City first obtains a written opinion of
<br /> nationally recognized bond counsel that such designation or issuance, as applicable, will not
<br /> adversely affect the status of the Bonds as "qualified tax exempt obligations". Further, the City
<br /> represents and covenants that, during any time or in any manner as might affect the status of the
<br /> Bonds as "qualified tax exempt obligations", the City has not formed or participated in the
<br /> formation of, or benefited from or availed itself of, any entity in order to avoid the purposes of
<br /> subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the
<br /> formation of, or benefit from or avail itself of, any such entity. The City further represents that the
<br /> Bonds are not being issued as part of a direct or indirect composite issue that combines issues or lots
<br /> of tax exempt obligations of different issuers. The Director of Finance, as the fiscal officer, or any
<br /> other officer of the City having responsibility for issuance of the Bonds is hereby authorized (a) to
<br /> make or effect any election, selection, designation, choice, consent, approval, or waiver on behalf of
<br /> the City with respect to the Bonds as the City is permitted or required to make or give under the
<br /> federal income tax laws, including, without limitation, any of the elections provided for or available
<br /> under Section 148 of the Code, for the purpose of assuring, enhancing or protecting favorable tax
<br /> treatment or status of the Bonds or interest thereon or assisting compliance with requirements for
<br /> that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or
<br /> payments or penalties, or making payments of special amounts in lieu of making computations to
<br /> determine, or paying, excess earnings as rebate, or obviating those amounts or payments, as
<br /> determined by that officer, which action shall be in writing and signed by the officer, (b)to take any
<br /> and all other actions, make or obtain calculations, make payments, and make or give reports,
<br /> covenants and certifications of and on behalf of the City, as may be appropriate to assure the
<br /> exclusion of interest from gross income and the intended tax status of the Bonds, and(c)to give one
<br /> or more appropriate certificates of the City, for inclusion in the transcript of proceedings for the
<br /> Bonds, setting forth the reasonable expectations of the City regarding the amount and use of all the
<br /> proceeds of the Bonds, the facts, circumstances and estimates on which they are based, and other
<br /> facts and circumstances relevant to the tax treatment of the interest on the Bonds or the tax status of
<br /> 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
<br /> compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal
<br /> - 17 -
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