RES 13-01 - Laserfiche WebLink

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26. Notice of Redemption. The Refunded Bonds maturing on February 1, 2017 and 410 thereafter will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached to the Escrow Agreement (defined below) as Exhibit C which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to the registered holder of the Refunded Bonds. 27. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the Chair and Executive Director are hereby authorized and directed to execute on behalf of the Authority an escrow agreement (the "Escrow Agreement") with the Escrow Agent in substantially the form now on file with the Executive Director. All essential terms and conditions of the Escrow Agreement including payment by the Authority of reasonable charges for the services of the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the Authority covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 28. Records and Certificates. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the Authority relating to the Bonds and to the financial condition and affairs of the Authority, and such other affidavits, certificates and information as are 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. 29. Tax-Exempt Status of the Bonds; Rebate. 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 Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. To that end, the Authority will comply with all requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States (unless the Authority qualifies for any exemption from rebate requirements based on timely expenditure of proceeds of the Bonds, in accordance with the Code and applicable Treasury Regulations). • 17 414396v3 JSB EL185-21