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3. The Agreement has been duly authorized, executed and delivered by the City, and <br />is a valid and binding obligation of the City, enforceable against the City in accordance with its <br />terms. <br />4. The portion of the Rental Payments designated as and comprising interest and <br />received by Lessor is excluded from gross income for federal income tax purposes and is not an <br />item of tax preference for purposes of the federal alternative minimum tax imposed on <br />individuals and corporations; it should be noted, however, that for the purpose of computing the <br />alternative minimum tax imposed on such corporations (as defined for federal income tax <br />purposes), such interest is required to be taken into account in determining certain income and <br />earnings. The Agreement is a “qualified tax-exempt obligation” within the meaning of section <br />265(b)(3) of the Internal Revenue Code of 1986 (the “Tax Code”), and, in the case of certain <br />financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction is <br />allowed for 80% of that portion of each such financial institution’s interest expense allocable to <br />the portion of the Rental Payments designated as and comprising interest and received by Lessor. <br />The opinions set forth in the preceding sentences are subject to the condition that the City <br />comply with all requirements of the Tax Code that must be satisfied subsequent to the delivery of <br />the Agreement in order that such interest be, or continue to be, excluded from gross income for <br />federal income tax purposes, and in order for the Agreement to be a “qualified tax-exempt <br />obligation” within the meaning of Section 265(b)(3) of the Tax Code. The City has covenanted <br />to comply with each of such requirements. Failure to comply with certain of such requirements <br />may cause the inclusion of such interest in gross income for federal income tax purposes to be <br />retroactive to the date of delivery of the Agreement, and may cause the Agreement to lose its <br />status as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Tax <br />Code. We express no opinion regarding other federal tax consequences arising with respect to <br />the Agreement, the ownership, sale or disposition of any interests in the Agreement, or the <br />amount, accrual or receipt of interest with respect to the Agreement. <br />5. The portion of the Rental Payments designated as and comprising interest and <br />received by Lessor is exempt from personal income taxation imposed by the State of California. <br />The rights of Lessor and the enforceability of the Agreement are limited by bankruptcy, <br />insolvency, reorganization, moratorium and other similar laws affecting creditors' rights <br />heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in <br />appropriate cases. <br />This opinion is given as of the date hereof, and we assume no obligation to revise or <br />supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br />attention, or any changes in law that may hereafter occur. Our engagement with respect to this <br />matter has terminated as of the date hereof. <br />Respectfully submitted, <br /> <br />A Professional Law Corporation <br />202