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27 Section 6. County. Auditors Registration, Certification of Proceedings Investment of Money, Arbitrage, Official Statement and Fees. 6.01. County Auditor Registration. The Executive Director 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 other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 6.02. Certification of Proceedings. The officers of the Authority and the County Auditors of Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the Authority, certified copies of all proceedings and records of the Authority, 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 under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. 6.03. Covenant. The Authority covenants and 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 which would cause the interest on the I3onds to become subject to taxation under the Code and the Treasury Regulations, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The Authority will not enter into any lease, use agreement or other contract respecting the project financed by the Bonds or security for the payment of the Bonds which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 6.04. Arbitrage Rebate. The Authority shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 6.05. Arbitrage Certification. The Chair and the Executive Director, being the officers of the Authority charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.06. Interest Disallowance. The Authority hereby designates the Bonds as "qualified tax—exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The Authority represents that in calendar year 2007 it does not reasonably expect to issue tax—exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes of this representation) in an amount in excess of $10,000,000. _22_