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entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City (and all entities subordinate to, or treated as one issuer with, the City) during the 1998 calendar year is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of'the Code. 22. No Designation of Bonds as Qualified Tax-Exempt Obligations. The City is not designating the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. 23. 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). 24. Compliance With Reimbursement Bond Regulations. With respect to the Improvements, the City has complied and will continue to comply with the "Reimbursement Regulations" provided in United States Treasury Regulations Section 1.150-2. In particular, except where the following may not be required by said Regulations (e.g., with respect to certain "preliminary expenditures"), to the extent that any of the proceeds of the Bonds will be used to reimburse the City for a cost of the Improvements theretofore paid and temporarily financed by the City out of other City funds, prior to the initial payment thereof (or within applicable time limits thereafter) the City has made or will have made a duly qualifying statement of its official intent to bond for such costs (and the City will also make the written "reimbursement allocation" required by the Reimbursement Regulations); otherwise, the proceeds of the Bonds are to be used for initial payment, and not for such reimbursement, of costs of the Improvements. 25. Continuing Disclosure Undertaking. With respect to continuing disclosure under Rule 15c2-12(b)(5) (the "Rule"), 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, annual 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 to execute and deliver that Undertaking in the proposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the original purchaser of the Bonds and acceptable to the City officials who shall 998543.1 20