Agenda - Council - 07/12/2022 - Laserfiche WebLink

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covenants contained herein. The Tax Certificate may be superseded or amended by an amendment to the Tax Certificate drafted by and accompanied by an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the use of said new amended Tax Certificate will not cause the interest on the Tax-Exempt Bonds to be includable in the gross income of any recipient thereof for purposes of federal income taxation. The Company shall post a notice of any new Tax Certificate to EMMA, and the Trustee shall provide a copy thereof to any Bondholder who requests a copy. The Trustee shall make the rebate deposits (but only from amounts in the funds and accounts held by the Trustee hereunder,beginning with the Reserve Fund,and then only if amounts are not contributed by the Company within thirty(30) days'notice that such deposits are required), as directed in writing by the Rebate Analyst given pursuant to the provisions of the Tax Certificate. If the Trustee is directed in writing by the Rebate Analyst to make a withdrawal from the Rebate Fund as a result of the computations performed by the Rebate Analyst required by the Tax Certificate that determine that such amount is in excess of amounts needed to make any rebate payments to the United States of America as provided in the following paragraph, the amount withdrawn shall be deposited in the Bond Fund. Records of the determinations required by this Section shall be retained by the Trustee until six (6) years after the final retirement of the Tax- Exempt Bonds. The Trustee shall be deemed conclusively to have complied with the provisions of the Tax Certificate if it follows the written directions of the Company or the Rebate Analyst and shall have no liability or responsibility to enforce compliance by the Company or the Charter School with the terms of the Tax Certificate or any other tax covenants contained herein. No later than sixty (60) days after the end of the fifth Bond Year for each series of Tax- Exempt Bonds Outstanding and every five (5) years thereafter, the Trustee shall pay to the United States of America (but only from funds provided pursuant to the Loan Agreement and this Indenture) the amount, if any, directed in writing by the Rebate Analyst. Not later than sixty(60) days after the final retirement of a series of Tax-Exempt Bonds, the Trustee shall pay to the United States of America (but only from funds provided pursuant to the Loan Agreement and the Indenture) one hundred percent (100%) or, if less, the amount directed in writing by the Rebate Analyst, of the balance remaining in the Rebate Fund. Each payment required to be paid to the United States of America pursuant to this Section shall be filed with the appropriate Internal Revenue Service Center. Each payment shall be accompanied by Internal Revenue Service Form 8038-T (or successor form), as prepared by the Rebate Analyst, as required by the Code, and, if directed in writing by the Rebate Analyst, a statement (as prepared by the Rebate Analyst) summarizing the determination of the amount to be paid to the United States of America. SECTION 5.9. Trustee's and Issuer's Responsibility with Respect to the Rebate Fund. Notwithstanding anything to the contrary contained herein, in the Loan Agreement, or in the Tax Certificate, the Trustee and the Issuer shall have no responsibility for making any determinations as to the amount to be deposited to or withdrawn from the Rebate Fund or the amount required to be rebated to the United States. The Trustee's sole responsibility with respect to all matters relating to rebate shall be to follow the written instructions of the Rebate Analyst or the Company and to make payments pursuant to Sections 5.8 hereof as and when instructed in writing to do so by the Rebate Analyst or the Company. 46 735810810