2. EDSR 10-15-2007 - Laserfiche WebLink

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(m) It will comply with and fulfill all other requirements and conditions of the Code and Treasury Regulations and rulings issued pursuant thereto relating to the acquisition, construction and operation of the Project to the end that interest on the Bonds shall at all times be excludable from federal gross income. (n) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury Regulations; and to this end, the Authority shall pay to the United States, as a rebate, an amount equal to the sum of (i) the excess of (I) the aggregate amount earned on all nonpurpose obligations (other than investments attributable to an excess described in this clause), over (II) the amount which would have been earned if all nonpurpose obligations were invested at a rate equal to the yield on the Bonds plus (ii) any income attributable to the excess described in clause (i), at the times and in the amounts required by Section 148 of the Code, all within the meaning of Section 148 of the Code. The Authority shall maintain records of the interest rate borne by the Bonds and the 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. The 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 November 1, 2007, 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 2084694v1 1 9