08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation

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(i) to assure that the praceeds of the Certificates wi11 be used solely for new money projects. In order to facilitate compliance with the above covenant (h), a"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Far purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. lt is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 af the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Section 11. SALE OF CERTIFICATES; APPROVAL OF OFFICIAL STATEMENT (a) The Certificates are hereby sold and shall be delivered to (the "Purchaser"), at a price of par, plus a premium of $ , plus accrued interest on the Certificates. The Certificates shall initially be registered in the name of the Purchaser. (b) It is bereby officially found, determined and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Ofticial Notice of such and Bidding Instructions. It is further officially found, determined and declared that the Certificates have been offered pursuant to a Preliminary Official Statement dated March 1, 2010, prepared and distributed in connection with the sale of the Certificates. Said Preliminary Official Statement, the Official Statement dated March 8, 2010, and any addenda, supplement or amendment thereto, have been and are hereby approved by the City Council of the Issuer and its use in the offer and sale of the Certificates is hereby approved. It is further officially found, determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the City Council. The accrued interest received from the sale of the Certificates and the net original issue premium shall be deposited into the Interest and Sinking Fund. ts