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Provided,however,that the City may take action contrary to any of the foregoing covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Certificate stating in effect that such action will not impair the tax-exempt status of the Certificate. 14. Defeasance. When the Certificate has been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Certificate shall cease. The City may discharge its obligations with respect to the Certificate by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or if the Certificate should not be paid when due,it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.The City may also at any time discharge its obligations with respect to the Certificate, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8,bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become due thereon to maturity. 15. Negative Covenant as to Use of Proceeds and Equipment. The City hereby covenants not to use the proceeds of the Certificate or to use the Equipment, or to cause or permit them to be used,or to enter into any deferred payment arrangements for the cost of the Equipment, in such a manner as to cause the Certificate to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 16. Tax-Exempt Status of the Certificate; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Certificate, including without limitation (i) requirements relating to temporary periods for investments,(ii)limitations on amounts invested at a yield greater than the yield on the Certificate, and(iii)the rebate of excess investment earnings to the United States, if the Certificate(together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year)exceeds the small issuer exception amount of$5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing$5,000,000 or less of bonds,the City hereby finds, determines and declares that(i) the Certificate is issued by a governmental unit with general taxing powers, (ii) the Certificate is not a private activity bond, (iii)ninety-five percent or more of the net proceeds of the Certificate is to be used for local governmental activities of the City(or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City),and(iv)the aggregate face amount of all tax exempt bonds(other than private activity bonds)issued by the City(and all subordinate entities thereof and all entities treated as one issuer with the City)during the calendar year in which the Certificate is issued and outstanding at one time is not reasonably expected to exceed$5,000,000,all within the meaning of Section 148(f)(4)(D)of the Code. 17. Designation of Qualified Tax-Exempt Obligations. In order to qualify the Certificate as a"qualified tax-exempt obligation" within the meaning of Section 265(bX3) of the Code,the City hereby makes the following factual statements and representations: 10 72311616v1