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provide certain financial and other information with respect to the Series 2012 Certificates,the form of which is attached hereto as Exhibit C; 4. Enter into a Tax Compliance Agreement dated as of February 1, 2012 (the "Tax Compliance Agreement"), with the Trustee, pursuant to which the City makes certain representations and covenants related to the exclusion of the interest portions of basic rent under the Lease from gross income for purposes of federal income taxation, the form of which is attached hereto as Exhibit D; 5. Approve a Declaration of Trust dated as of February 1, 2012 (the"Declaration of Trust"), by the Trustee, pursuant to which the Series 2012 Certificates will be executed and delivered, the form of which is attached hereto as Exhibit E; 6. Approve an Official Statement respecting the Series 2012 Certificates, to be in substantially the same form as the Preliminary Official Statement respecting the Series 2012 Certificates, the form of which is attached hereto as Exhibit F (the "Preliminary Official Statement," and together, the"Official Statement"); 7. Enter into a Certificate Purchase Agreement to be dated the date of its execution (the"Purchase Agreement"), by and among the City, the Trustee and UMB Bank,n.a. (the"Underwriter"),the form of which is attached hereto as Exhibit G; 8. Enter into an Escrow Trust Agreement dated as of February 1, 2012 (the"Escrow Agreement"), with The Bank of New York Mellon Trust Company, N.A., as escrow agent,the form of which is attached hereto as Exhibit H; 9. Enter into a Termination and Release of 2003 Base Lease (the"Termination of 2003 Base Lease") with The Bank of New York Mellon Trust Company, N.A., successor to BNY Trust Company of Missouri, as trustee for the Prior Certificates(the"Prior Trustee"),the form of which is attached hereto as Exhibit I; 10. Enter into a Termination and Release of 2003 Lease Purchase Agreement (the "Termination of 2003 Lease') with the Prior Trustee, the form of which is attached hereto as Exhibit J; 11. Enter into a Termination and Release of 2004 First Supplemental Base Lease (the "Termination of First Supplemental Base Lease') with the Prior Trustee, the form of which is attached hereto as Exhibit K; 12. Enter into a Termination and Release of 2004 First Supplemental Lease Purchase Agreement (the "Termination of First Supplemental Lease') with the Prior Trustee,the form of which is attached hereto as Exhibit L; and 13. Approve and adopt a Tax-Exempt Financing Compliance Policy and Procedure (the "Tax Compliance Procedure') to be applicable to all outstanding and future tax-exempt financings, a form of which is attached hereto as Exhibit M. The Base Lease, the Lease, the Continuing Disclosure Undertaking, the Tax Compliance Agreement, the Purchase Agreement, the Escrow Agreement, the Termination of 2003 Base Lease, the -2-