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for federal and Missouri income tax purposes of the Interest Component of Base Rentals paid by the City under the Lease and distributed to the Owners of the Certificates. The City's obligation to pay Base Rentals under the Lease and the Certificates are designated "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Reference is made to the Preliminary Official Statement for further discussion of federal and Missouri income tax matters relating to the interest on the Certificates. Certification as to Offering Prices. To provide the City with information necessary for compliance with Section 148 of the Code, the successful bidder will be required to complete, execute and deliver to the City prior to the delivery of the Certificates, a certificate regarding the "issue price" of the Certificates (as defined in Section 148 of the Code), reflecting the initial offering prices (excluding accrued interest and expressed as dollar prices) at which a substantial amount (i.e., 10% or more) of the Certificates of each maturity have been or are expected to be sold to the public. The term "public" excludes bond houses, brokers or similar persons, or organizations acting in the capacity of underwriters or wholesalers. Such certificate shall state that 10% or more of the Certificates of each maturity have been or are expected to be sold to the public at prices no higher than such initial offering prices. However, such certificate may indicate that the successful bidder will not reoffer the Certificates for sale. Delivery. and Payment. The City will pay for printing the Certificates and will deliver the Certificates to the Trustee, as FAST Agent for the benefit of the beneficial owners of the Certificates, properly prepared, executed and registered, without cost to the successful bidder within 30 days after the date of sale. The successful bidder will also be furnished with a certified transcript of the proceedings evidencing the authorization and delivery of the Certificates and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Certificates affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Certificates shall be made in federal reserve funds, immediately available for use by the City. The City will deliver Certificates in the denomination of each maturity registered in the name of DTC. Good Faith Deposit. A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check drawn on a bank located in the United States of America or a Financial Surety Bond in the amount of $118,000, payable to the order of the City, is required for each bid to be considered. If a certified or cashier's check is used, it must accompany such bid. No interest will be paid upon the Deposit made by the successful bidder. Said check shall be returned to the bidder if its bid is not accepted. If a bid is accepted, said check or its proceeds thereof shall be held by the City until the successful bidder has complied with all of the terms and conditions of this Notice, at which time the amount of said check shall be returned to the successful bidder or deducted from the purchase price at the option of the City. If a bid is accepted but the City fails to deliver the Certificates to the bidder in accordance with the terms and conditions of this Notice, said check or the proceeds thereof shall be returned to the bidder. If a bid is accepted but the bidder defaults in the performance of any of the terms and conditions of this Notice, the proceeds of such check shall be retained by the City as and for liquidated damages. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Missouri, and such bond must be submitted to the City prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Certificates are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser ("Purchaser") is required to submit its Deposit to the City in the form of a cashier's or certified check (or wire transfer such amount as instructed by the City) not later than 3:30 p.m., Central Time, on the next business day following the award. If such Deposit is not received by that time, the -5-