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(A) The Remarketing Agent certifies to the City, the Bond Registrar <br /> and the Tender Agent that the sale of the Bonds at the interest rate and premium or discount <br /> specified by the Remarketing Agent is expected to result in the lowest net interest cost for such <br /> Bonds on the commencement date of the Long-Term Interest Period; <br /> (B) The City consents in writing to the sale of the Bonds by the <br /> Remarketing Agent at such premium or discount; <br /> (C) In the case of Bonds to be sold at a discount, the City agrees to <br /> transfer to the Tender Agent on the commencement date of such Long-Term Interest Period, in <br /> immediately available funds, for deposit in the City Purchase Account, an amount equal to such <br /> discount; <br /> (D) In the case of Bonds to be sold at a premium, the Remarketing <br /> Agent shall transfer to the Bond Registrar for deposit in the Bond Fund an amount equal to such <br /> premium; <br /> (E) On or before the date of the determination of the Long-Term Rate, <br /> the City delivers to the Bond Registrar and the Remarketing Agent an Opinion of Counsel to the <br /> effect that Bond Counsel expects to be able to give an Opinion of Counsel to the effect that such <br /> Conversion of the interest rate will not, in and of itself, cause the interest on the Bonds to be <br /> includable in the gross income of Registered Owners for federal income tax purposes, on or <br /> before the commencement date of the Long-Term Interest Period; and <br /> (F) On or before the commencement date of the Long-Term Interest <br /> Period, the City delivers to the Bond Registrar and the Remarketing Agent an Opinion of <br /> Counsel to the effect that such Conversion will not, in and of itself, cause the interest on the <br /> -33- P120287_0MW20287_AMT 10/14/14 <br />