Refunding of Outstanding Sewage Works Revenue Bonds of 2006, 2007B in the Principal Amount not to Exceed $28,000,000

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(b) to grant to or confer upon the owners of the 2015 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the 2015 Bonds; or (c) to procure a rating on the 2015 Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such supplemental ordinance will not adversely affect the owners of the 2015 Bonds; or (d) to make any other change which is not to the prejudice of the owners of the 2015 Bonds; or (e) to provide for the refunding or advance refunding of the 2015 Bonds. SECTION 24. Tax Matters. In order to preserve the exclusion of interest on the 2015 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2015 Bonds, the City represents, covenants and agrees that: (a) No person or entity, other than the City or another state or local governmental unit, will use proceeds of the 2015 Bonds or property financed by the 2015 Bond proceeds other than as a member of the general public. No person or entity other than the City or another state or local governmental unit will own property financed by 2015 Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as take-or-pay or 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. (b) No 2015 Bond proceeds will be loaned to any entity or person other than a state or local governmental unit. No 2015 Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a non-governmental person in any manner that would in substance constitute a loan of the 2015 Bond proceeds. (c) The City will not take any action or fail to take any action with respect to the 2015 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2015 Bonds pursuant to Section 103 of the Code, and the regulations thereunder as applicable to the 2015 Bonds, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on 2015 Bond proceeds or other monies treated as 2015 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. (d) The City will file an information report on Form 8038-G with the Internal Revenue Service as required by Section 149 of the Code. (e) The City will not make any investment or do any other act or thing during the period that any 2015 Bond is outstanding hereunder which would cause any 2015 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as applicable to the 2015 Bonds. - 19-