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SECTION 13. Tax Matters. In order to preserve the exclusion of interest on the 2014 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2014 Bonds,the Commission represents, covenants and agrees that: 1. The Commission and the City will not take any action or fail to take any action with respect to the 2014 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2014 Bonds pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder as applicable to the 2014 Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on 2014 Bond proceeds or other monies treated as 2014 Bond proceeds to the federal government as provided in Section 148 of the Code, and will set aside such monies, which may be paid from investment income on funds and accounts notwithstanding anything else to the contrary herein, in trust for such purposes. 2. The City will file an information report on Form 8038-G with the Internal Revenue Service as required by Section 149 of the Code. 3. The Commission and the City will not make any investment or do any other act or thing during the period that any 2014 Bond is outstanding hereunder which would cause any 2014 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as applicable to the 2014 Bonds. Notwithstanding any other provisions of this resolution, the foregoing covenants and authorizations (the "Tax Sections") which are designed to preserve the exclusion of interest on the 2014 Bonds from gross income under federal income tax law (the "Tax Exemption") need not be complied with to the extent the City receives an opinion of nationally recognized bond counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption. SECTION 14. Other Action. The Mayor and the Controller of the City or any officer of the Commission may take such other actions or deliver such other certificates and documents needed for the Refunding or the financing, including one or more Credit Facility Agreements, as they deem necessary or desirable in connection therewith. SECTION 15. No Conflict. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are to the extent of such conflict hereby repealed. After the issuance of the 2014 Bonds and so long as any of the 2014 Bonds or interest or premium, if any, thereon remains unpaid, except as expressly provided herein, this resolution shall not be repealed or amended in any respect which will adversely affect the rights of the holders of the 2014 Bonds, nor shall the Commission adopt any law or resolution which in any way adversely affects the rights of such holders. SECTION 16. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,paragraph or provision shall not affect any of the remaining provisions of this resolution. 18