BORROWER ARBITRAGE CERTIFICATE 38.

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VI.NO ABUSE OR OVERISSUANCE 6.1. No Abusive Arbitrage Device. Within the meaning of Treas. Reg. §1.148- 10(a)(2), no action is being taking in connection with any purpose of the Bonds to enable the City or the Borrower to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage and overburden the tax-exempt bond market. The issuance ofthe Bonds will not result in issuing more bonds than reasonably necessary(as described below), issuing bonds earlier than reasonably necessary(since temporary periods are available),and no bonds will remain outstanding longer than reasonably necessary(because the average maturity of the Bonds satisfies the 120% test of Treas. Reg. §148-1(c)(4)(i)(B)). The Bonds would be reasonably issued even if interest on the Bonds was not excludable from gross income(assuming the interest rate on the Bonds was the same). The primary purposes of the Bonds are bona fide governmental purposes within the meaning of the Act. 6.2 No Overissuance. All proceeds of the Bonds will be applied for capital expenditures of the Project, working capital expenditures described in Treas. Reg. Section 1.148- 6(d)(3)(ii)and to fund a reasonably required reserve fund; and such funds,together with investment income, do not exceed by a minor portion the amount necessary to accomplish the governmental purpose of the Bonds. VII.REBATE MATTERS 7.1 Payment ofRebate. Pursuant to the Loan Agreement,the Borrower is required to rebate to the United States of America when due all amounts required by Section 148(f) of the Code with respect to the Bonds. 7.2 Two-Year Expenditure Exception. All gross proceeds (within the special meaning of Treas. Reg. §1.148-7(c)) of the Bonds will be spent in accordance with the 2-year exception set forth in Treas.Reg. § 1.148-7(e).Accordingly,investment earnings on amounts in the Construction Account of the Project Fund will be exempt from the rebate requirements of Section 148(f). 7.3 Bona Fide Debt Service Fund Exception. Earnings on amounts in any bona fide debt service fund,after the initial temporary period,are not expected to exceed$100,000 in any Bond Year. Further,because the average annual debt service on the Bonds is less than$2,500,000, under Treas. Reg. §1.148-3(k) any bona fide debt service fund for the Bonds will be treated as satisfying the$100,000 limitation. Therefore the rebate requirements of Section 148(f)of the Code do not apply to amounts in Bond Fund or the Reserve Fund. -12-