04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 18 payment and redemption of the Series 2021D Bonds and all other advances, fees, costs and expenses incurred by the Trustee under the Indenture. (c) If there shall be a Determination of Taxability and the Corporation shall fail to give notice thereof and of its intention to redeem the Bonds as above described, the Trustee shall nevertheless be authorized to give notice of redemption of the outstanding Series 2021D Bonds on the next Business Day occurring at least thirty-five (35) days thereafter whenever it shall have determined, in good faith, that a Determination of Taxability has been made; and the Trustee shall give such notice of redemption if the Issuer or any Bondholder shall furnish to the Trustee a copy of the Determination of Taxability duly certified or authenticated to the satisfaction of the Trustee. The Trustee shall furnish to the Corporation and the Issuer a copy of the notice given or to be given by it pursuant to this paragraph, and the Corporation shall thereupon become obligated to pay the aggregate redemption price to the Trustee as a Loan Repayment prior to the redemption date and to pay all fees, expenses, costs and advances of the Trustee and any paying agent under the Indenture. (d) The Corporation hereby acknowledges and confirms its obligations under Section 148 of the Internal Revenue Code and regulations thereunder. Specifically, the Corporation agrees to comply with the rebate requirements imposed under said Section 148(f) and pertinent regulations, including the requirement to make or cause to be made periodic computations of the amount subject to rebate thereunder, and to maintain or cause the Trustee to maintain records of such determinations until six years after the retirement of the Bonds, and the requirement to make all required rebate payments to the United States not later than 60 days after each installment computation date to and until the date which is 60 days after the final computation date and for such purpose to pay to the Trustee for the account of the Issuer or to the United States for the account of the Issuer the amount (if any) to be rebated to the United States on account of earnings from nonpurpose investments of gross proceeds (as defined in Section 148(f) of the Internal Revenue Code and regulations thereunder) of the Bonds, all to the extent and in the amounts and at the times required by the Internal Revenue Code and regulations thereunder, including Section 148(f) of the Internal Revenue Code. If the Corporation shall fail to pay or deposit with the Trustee the amount of any rebate payment required to be paid by the Corporation by the date that such payment is due, the Trustee is authorized and directed to make payment of the rebate amount from moneys on deposit in the Optional Redemption Fund or Reserve Fund, and upon notice to the Borrower from the Trustee, the Borrower shall forthwith reimburse the Trustee for any amount so withdrawn from the Optional Redemption Fund or the Reserve Fund. In construing the Corporation’s obligations hereunder, all terms used in this paragraph (d) shall have the meanings provided in said Section 148(f) and regulations thereunder, and all provisions set forth in the Indenture for the purpose of complying with said Section and regulations shall be incorporated herein by reference. Rebate payments required to be made by the Corporation shall constitute additional Loan Repayments under Section 4.02 hereof. The Trustee shall have no liability or responsibility to enforce compliance by the Corporation with the terms of the tax covenants contained herein and in no event shall the Trustee have any obligation to fund any amounts payable under this subsection.