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which approval shall be conclusively presumed by the execution and delivery of said documents by the Chair and Secretary/Treasurer. SECTION 4. REGISTRATION OF BONDS. The Secretary/Treasurer is hereby authorized and directed to file a certified copy of this resolution with the County Auditors of Hennepin and Ramsey Counties, together with such additional information as required, and to obtain from the County Auditors a certificate that the Bonds have been duly entered upon the County Auditors' bond register. SECTION 5. AUTHENTICATION OF TRANSCRIPT. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Purchaser, and to Dorsey & Whitney LLP, the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Authority as to the correctness of all statements contained therein. SECTION 6. OFFICIAL STATEMENT. An Official Statement relating to the Bonds, prepared and delivered on behalf of the Authority by Ehlers & Associates, Inc., has been received and is hereby approved. Ehlers & Associates, Inc. is hereby authorized on behalf of the Authority to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Act of 1934. Within seven business days from the date hereof, the Authority shall deliver to the Purchaser sufficient copies of the Official Statement and such supplement. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 7. TAX MATTERS. 7.01. General Tax Covenant. The Authority agrees with the Holders from time to time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any action that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended(the "Code") and applicable Treasury Regulations (the "Regulations"), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. All proceeds of the Bonds deposited in the Construction Fund established pursuant to the Indenture will be expended solely for the payment of the costs of acquisition, remodeling, renovation and furnishing of the Facilities as set forth in the Indenture. So long as any Bonds are outstanding, the Authority shall not enter into any contract for the sale of all or a portion of the Facilities or enter into any lease, management contract, use agreement or other agreement with any non-governmental person -3-