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and 141 through 150 of the Code. In particular, but without limitation, the Authority covenants . to forebear the implementation, effectuation or enforcement of any and all contracts or other agreements respecting the Original Project or the Project or any property benefitted thereby or assessed with respect thereto, which it may now or in the future have with developers, contractors, owners or any other person or parties to the extent that such implementation, effectuation or enforcement would (individually or in the aggregate) cause the Bonds to become such "private activity bonds," and to said limited extent the Authority would and hereby does (solely for the benefit of the owners of the Bonds) disavow any and all such provisions, entitlements and enforcements which would or could become so offending. 10. Arbitrage Rebate. The Authority 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 Bonds, including without limitation (1)requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and(3)the rebate of excess investment earnings to the United States if and to the extent applicable to the Bonds. While the Authority does not expect that the Bonds will qualify for the $5,000,000 small issuer exception,the Authority may avail itself of such other arbitrage rebate exceptions as may apply to the Bonds in whole or in part. 11. Bonds Are "Bank-Qualified". The Authority hereby designates the Bonds as a "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code and hereby determines that: • (a) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds)which will be issued by the Authority(and all entities subordinate to, or treated as one issuer with, the Authority) during calendar year 2002 will not exceed $10,000,000; and (b) not more than $10,000,000 of obligations issued or to be issued by the Authority during calendar year 2002 have been designated for purposes of Section 265(b)(3) of the Code. The Authority shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 12. Modifications to Documents. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the officials authorized herein to execute said documents prior to their execution; and said Authority officials are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the President or Secretary any of the documents authorized by this resolution to be executed by the Acting President or the Acting Secretary, respectively. Adopted on August 12, 2002,by the Board of Commissioners of the Elk River Economic . Development Authority. 1431832v1 4