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issuance, sale, execution or delivery of the Note Amendment, or any of the documents described <br />in the Note Resolution, or questioning the authority or proceedings pursuant to which the Note <br />was issued or is being amended, the validity of the Note or any provision made for the payment <br />thereof, or the power of the City to assist in the initial financing of the Project. <br />12.No Contest. Neither the existence of the City nor the rights of the present <br />officials of the City to their respective offices is being contested and no authority or proceeding <br />for the issuance of the Note or the execution and delivery of the Note Amendment and the Loan <br />Agreement Amendment have been modified, repealed, revoked or rescinded. <br />13.Arbitrage. With respect to the federal arbitrage requirements set forth in Section <br />148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations <br />promulgated thereunder (the "Regulations"), and solely in reliance upon the representations <br />made by the Borrower in the Borrower's Certificate delivered by the Borrower on the date <br />hereof, we hereby certify and reasonably expect that the following has occurred or will occur <br />with respect to the Note: <br />(a)The Note was delivered and paid for on July 31, 2006 and the total <br />proceeds received by the City on the sale of the Note ($1,100,000), together with <br />estimated earnings thereon, did not exceed the total of: <br />(i)the estimated total financeable costs of the Project (excluding <br />items (ii) and (iii) below); <br />(ii)such amounts, if any, of the interest accruing on the Note during <br />the construction of the Project as shall be paid from proceeds of the Note or <br />earnings thereon; and <br />(iii)the expenses anticipated to be incurred in connection with the <br />issuance of the Note plus amounts, if any, of the proceeds of the Note deposited <br />into a reasonably required reserve fund. <br />(b)In addition to the Note Amendment, there are no other obligations of a <br />state or political subdivision which (i) are sold or are to be sold within 15 days of the sale <br />of the Note Amendment, (ii) have been or are to be sold pursuant to the same plan of <br />financing, including obligations for the same facility or related facilities, and (iii) are <br />reasonably expected to be paid from substantially the same source of funds, determined <br />without regard to guarantees from unrelated parties. <br />(c)The Note Amendment was delivered on the date hereof and no new <br />proceeds of the Note were created. <br />(d)The actual work of acquiring, constructing, and equipping the Project has <br />been completed. <br />(e)No cash or securities are pledged either directly or indirectly by the <br />Borrower to the payment of or security for the Note, nor is there any fund of cash or <br />securities which the Borrower has otherwise set aside and expects to invest or maintain at <br /> 3 <br />4914665v1 <br /> <br />