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<br />modification, interpretation, or invalidation is to make unnecessary to any extent the limitations on <br /> <br />yield on acquired obligations stipulated in this Certificate as a requirement of the exclusion of the <br /> <br />interest on the Note from gross income ofthe Owners thereof for Federal income tax purposes, then <br /> <br />to that extent such stipulation shall be ineffective. The City, however, shall not take any action <br /> <br />pursuant to this paragraph without a prior written opinion of Bond Counsel that such action would <br /> <br />not adversely affect the tax-exempt status of interest on the Note. <br /> <br /> <br />IN WITNESS WHEREOF, the undersigned, being the Mayor ofthe City of Sunny Isles Beach, <br /> <br /> <br />Florida and being thereunto authorized, has executed and delivered this Certificate as to Arbitrage <br /> <br /> <br />and Other Tax Matters on behalf ofthe City this 8th day of June, 2008. <br />City of Sunny Isles Beach, Florida <br /> <br /> <br />6 <br />