Recording Requested by Stewart Title-Lease Agreement- City of Buena Park

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take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien,charge,encumbrance or claim,for which it is responsible,if the same shall arise at any time. The City shall reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage,pledge,lien,charge,encumbrance or claim. Section 5.10. Tax Covenants. (a) Private Activity Bond Limitation. The City shall assure that proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed"within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. (d) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. (e)Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest with respect to the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. Section 5.11.Continuing Disclosure. (a) The City shall timely supply the information required by section 6599.1 of the California Government Code to the California Debt Advisory Commission ("CDAC") and to the Authority, all such information to be supplied annually and at such other time as required by said section 6599.1 on forms to be provided by CDAC or at such other time and in such other manner as shall comply with the provisions of said section 6599.1. (b) The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the City Continuing Disclosure Certificate. Notwithstanding any other provision of this.Lease Agreement, failure of the City to comply with the City Continuing Disclosure Certificate shall not constitute an Event of Default hereunder;provided, however, that any Participating Underwriter or any Owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations under this Section 5.11, including seeking mandate or specific performance by court order. -15-