5.1. SR 01-22-2008 - Laserfiche WebLink

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investments of the Project Account and Debt Service Account and earnings thereon in adequate detail to enable the Authority to calculate the amount of any rebate required to be made to the United States. Thy Authority shall pay the rebate to the United States at times and in installments which satisfy Section 148 of the Code and the Treasury Regulations, at least once every five years and within sixty days after the day on which the last of the Bonds is redeemed. Calculations of the amount to be rebated shall be made at least every five years, by an independent accountant selected by the Authority. Such calculations shall be retained until six years after the retirement of the Bonds. The rebate shall be calculated as provided in the applicable Treasury Regulations, including taking into account the gain or loss on the disposition of nonpurpose investments. 23. Tax Exemption Agreement. The Authority will enter into a Tax Exemption Agreement, dated February 20, 2008, with the YMCA. The Tax Exemption Agreement is hereby approved and the President and Executive Director are authorized to execute the Tax Exemption Agreement on behalf of the Authority. 24. Payment of Issuance Expenses. The Authority authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust Company, N.A., in Greenwich, Connecticut, on the closing date for further distribution as directed by Ehlers. 25. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The Authority may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Authority may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The Authority may also at any time discharge its obligations with respect to any Bonds, 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 or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 26. Compliance with Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the Authority's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the Authority to reimburse itself for any expenditure which the Authority paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure"). 2ll4906v1 l6