9712-06 Authorizing the Issuance and Sale of CED Income Tax Rev Bonds to Previously issued and current Outstanding CED Bonds

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shall not exceed the Debt Service Reserve Requirement, and any such excess shall be deposited into the Excess Account. SECTION 9. In order to preserve the excludability from gross income of interest on the Series A Refunding Bonds under federal law and as an inducement to the purchasers of the Series A Refunding Bonds, the City represents, covenants and agrees that, to the extent necessary to preserve such excludability: (a) No person or entity or any combination thereof, other than the City or any other governmental unit ("Governmental Unit") within the meaning of Section 141(b)(6) and Section 150(a)(2) of the Internal Revenue Code of 1986, as amended and as in effect on the date of delivery of the Series A Refunding Bonds (the "Code"), will use more than ten percent (10%) of the proceeds of the Series A Refunding Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the City or another Governmental Unit, will own property financed by more than ten percent (10%) of the Series A Refunding Bond proceeds or will have actual or beneficial use of more than ten percent (10%) of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take-or-pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property, except pursuant to a management or similar contract which satisfies the requirements of IRS Revenue Procedure 97-13. (b) No Series A Refunding Bond proceeds will be loaned to any entity or person. No Series A Refunding Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred, to a person other than a Governmental Unit in a fashion that would in substance constitute a loan of said Series A Refunding Bond proceeds. (c) The City will not take any action or fail to take any action with respect to the Series A Refunding Bonds that would result in the loss of the excludability from gross income for federal tax purposes of interest on the Series A Refunding Bonds pursuant to Section 103(a) of the Code, nor will the City act in any manner or permit any actions by officers or officials of the City that would in any manner adversely affect such excludability. The City further covenants that it will not make any investment or do any other act or thing during the period that any Series A Refunding Bond is outstanding hereunder which would cause any Series A Refunding Bond to bean "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Series A Refunding Bonds. The City shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable. BDDBOI 4539793v1 -2,2-