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act on their behalf, shall without further act or authorization of the Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.4 Qualified Tax Exempt Obligation. In order to qualify the tax-exempt portion of the Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby makes the following factual statements and representations; (a) the Note will be issued after August 7, 1986; (b) the Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code; (c) the City hereby designates the tax-exempt portion of the Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2015 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the City during the calendar year 2015 have been designated for purposes of Section 265(b)(3) of the Code. 8 4629110 JSB MA355-7