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12. Reimbursement Expenditures.None of the proceeds of the Certificate will be used <br /> to reimburse the City for reimbursement expenditures. <br /> 13. Monitoring of Expenditures and Investments. The City will monitor the investment <br /> of bond proceeds to assure compliance with Section 148 of the Code, and the City will consult <br /> with bond counsel periodically with regard to arbitrage issues and compliance. <br /> 14. Basis For Expectations. The facts and estimates on which the foregoing <br /> expectations are based are (a) the documents included in the "Transcript" prepared for the <br /> Certificate Closing, (b) all contracts, if any, heretofore executed for the acquisition of the <br /> Equipment, (c) all expenditures which were heretofore made by the City for the acquisition of the <br /> Equipment and which are to be reimbursed out of the proceeds of the Certificate, and (e) such <br /> other facts and estimates, if any, as may be set forth in an Exhibit A attached hereto;if any. <br /> 15. No Abusive Arbitrage Device. No "abusive arbitrage device" within the meaning <br /> of Section 1.148-10 of the Regulations is used in connection with the Certificate. No action <br /> relating to the Certificate has the effect of(a) enabling the City to exploit the difference between <br /> tax-exempt and taxable interest rates to obtain a material financial advantage and (b) <br /> overburdening the tax-exempt bond market. <br /> 16. Familiarity; Conclusion. We are generally familiar with the requirements of the <br /> Regulations, and nothing has been called to our attention to cause us to believe that the proceeds <br /> of the Certificate will be used in a manner which would cause the Certificate to be arbitrage bonds <br /> within the meaning of Section 148 of the Code. <br /> 17. No Other Facts. To the best of the knowledge and belief of the undersigned, there <br /> are no other facts, estimates or circumstances which would materially change the foregoing facts <br /> and conclusions. <br /> Dated: February 15, 2022. <br /> 4 <br /> 72511770v1 <br />