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,- ., ," - designated" under Section 265(b)(3)(D)(ii) ofthe Code) as "qualified tax-exempt obligations" within the meaning of Section 265(b )(3) of the Code and further represents that: (a) the reasonably anticipated amount oftax-exempt obligations (other than private activity bonds, treating qualified 501 (c )(3) bonds as not being private activity bonds) which will be issued by the City (and all entities subordinate to, or treated as one issuer with, the City) during calendar year 2002 will not exceed $10,000,000; and (b) not more than $10,000,000 of obligations issued or to be issued by the City during calendar year 2002 have been designated for purposes of Section 265(b)(3) of the Code. ;. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. The City may treat $1,910,000 of the principal amount ofthe Bonds as "deemed designated" pursuant to the provisions of Section 265(b)(3)(D)(ii) of the Code by virtue of the facts (l) that the Prior Bonds were designated by the City as qualified tax-exempt obligations pursuant to Section 265(b)(3) ofthe Code; (2) that the $1,910,000 "deemed designated" amount of the Bonds, being current refunding obligations, are not taken into account for purposes of the 2002 $10,000,000 limit, (3) the average maturity of the Bonds is less than the average maturity of the Refunded Bonds (and of the obligations which the Refunded Bonds refunded); and (4) that no Bond has a maturity date which is more than 30 years after the date that the original qualified . tax-exempt obligations (being the obligations which the Prior Bonds refunded) were issued. 25. Defeasance. When any obligation of a Bond has been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this Resolution to the registered owner of that Bond (with respect to the obligation thereof so defeased) shall, to the extent permitted by law, cease. The City may at any time discharge any or all of such obligation(s) with respect to any Bond, subject to the provisions of law now or hereafter authorizing or regulating such action, by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United States of America, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date). . 26. Continuing Disclosure Undertaking. With respect to the continuing disclosure requirements under Rule l5c2-l2(b)(5) (the "Rule") of the Securities and Exchange Commission, on the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant to provide, or cause to be provided, certain financial information, including audited financial statements of the City, and notices of certain material events, as specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the City for the Council's consideration is hereby approved, and the officers of the City are hereby authorized 1448297vl 21