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to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 6.03. Covenant. The City covenants and agrees with the registered owners of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated thereunder (the "Regulations") as are enacted or promulgated and in effect on the date of issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The facilities financed by the Bonds shall at all times during the term of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use agreement, management agreement, capacity agreement or other agreement or contract with any nongovernmental person relating to the use of the facilities financed by the Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. Arbitrage Rebate. The City shall take such actions required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code with respect to the Bonds. 6.04. Interest Disallowance. The Prior Bonds are a "qualified tax-exempt obligation" for purposes of Section 265(b) of the Code, the average maturity date of the Bonds is not later than the average maturity date of the Prior Bonds refunded by the Bonds, the Bonds have a maturity date which is not later than the date which is 30 years after the earliest date the Prior Bonds were issued, and the aggregate face amount of the Bonds does not exceed $10,000,000. Therefore, pursuant to Section 265(b)(3)(D)(ii), the Bonds to the extent they do not exceed the principal amount of the Prior Bonds refunded by the Bonds are deemed designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code relating to the disallowance of interest expense for financial institutions. The City hereby designates the principal amount of the Bonds in excess of the Prior Bonds refunded by the Bonds as "qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The City represents that in calendar year 2013 it does not reasonable expect to issue tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes of this representation) in an amount in excess of $10,000,000, excluding any tax- exempt obligations which are refundings of a "qualified tax-exempt obligation" which are not taken into account for this purpose under Section 265(b)(3)(D)(ii) of the Code. 6.05. Official Statement. The Official Statement relating to the Bonds, dated November 29, 2012, prepared and distributed on behalf of the City by Ehlers & Associates, Inc., is hereby approved. Ehlers & Associates, Inc., is hereby authorized of behalf of the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser 30 copies of the Official Statement and such supplement. The -14-