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

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of$ was necessary in the successful marketing of the Series 2022 Bonds. The initial deposit to the Tax- Exempt Account of the Reserve Fund is an amount equal to the least of(1) the maximum annual debt service with respect to the Series 2022A Bonds during the current or any future Bond Year on the Series 2022 Bonds $ ); (ii) 10% of the [stated principal amount][issue price] of the Series 2022A Bonds $ ); or (iii) 125%of the average annual debt service requirements on the Series 2022A Bonds $ ). 6. Yield on Loan Agreement. The yield on the Loan Agreement,dated as of August 1,2022,between the Issuer and PCS Building Company,a Minnesota nonprofit corporation(the"Company"),when taking into account the fee paid to the Issuer on the date of issuance of the Series 2022 Bonds, does not exceed the yield on the Series 2022A Bonds by more than 1.50%. 7. Defined Terms. Capitalized terms used herein shall have the following meanings: (a) "Maturity" means Series 2022A Bonds with the same credit and payment terms. Series 2022A Bonds with different maturity dates, or Series 2022A Bonds with the same maturity date but different stated interest rates,are treated as separate Maturities. (b) "Public"means any person(including an individual trust,estate,partnership,association,company, or corporation)other than an Underwriter or a related party to an Underwriter. The term"related party"for purposes of this certificate means,with respect to a purchaser of the Series 2022A Bonds,if the Underwriter and the purchaser are subject,directly or indirectly,to(A)more than 50%common ownership of the voting power or the total value of their stock,if both entities are corporations(including direct ownership by one corporation of another),(B)more than 50%common ownership of their capital interests or profits interests,if both entities are partnerships(including direct ownership by one partnership of another), or(C)more than 50%common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership(including direct ownership of the applicable stock or interests by one entity of the other). (c) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Series 2022A Bonds to the Public,and(ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Series 2022A Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2022A Bonds to the Public). The Underwriter of the Series 2022A Bonds is Robert W.Baird&Co. Incorporated 8. Representations. The representations set forth in this Certificate are limited to factual matters only. Nothing in this Certificate represents the interpretation by the Underwriter of any laws,including specifically Sections 103 and 148 of the Internal Revenue Code of 1986,as amended,and the Treasury Regulations promulgated thereunder. The undersigned understands that the foregoing information will be relied upon by: (i)the Issuer, the Company, and PACT Charter School, a Minnesota nonprofit corporation and public charter school (the "School"), with respect to certain of the representations set forth in a tax certificate of the Company and the School executed on the date hereof with respect to compliance with the federal income tax rules affecting the Series 2022A Bonds;and(ii)Taft Stettinius & Hollister LLP ("Bond Counsel"), in connection with rendering its opinion that the interest on the Series 2022A Bonds is excluded from gross income for federal income tax purposes,the preparation of Form 8038,and other federal income tax advice that it may give to the Issuer,the Company,and the School from time to time relating to the Series 2022A Bonds. To the extent that we provided the Issuer and Bond Counsel with certain computations that show a bond yield, issue price, weighted average maturity and certain other information with respect to the Series 2022A Bonds, these computations are provided for informational purposes and are based on our understanding of directions that we have received from Bond Counsel regarding interpretation of the applicable law. We express no view regarding legal sufficiency of any such computations or the correctness of any legal interpretation made by Bond Counsel. (The remainder of this page is intentionally left blank.) A-2