Agreement, investment of the Lease Agreement Proceeds is limited to placement in an interest-
bearing demand deposit account. If the Yield on investments of the Escrow Fund exceeds
____%, or if the Issuer or the District establishes any sinking or reserve fund for the Lease
Agreement, then the Issuer will contact Special Tax Counsel to seek advice regarding the need
to calculate and pay arbitrage rebate.
Section 6. Use of Financed Assets and Benefitted Facilities.
(a) General. The Project will be owned by the District throughout the Measurement Period.
Except as otherwise described in this Section 6, no portion of the buildings and facilities
com prising the Project is expected to be usedin a Non-Qualified Use during the Measurement
Period. Unless the Issuer and the District obtains an Opinion of Special Tax Counsel, neither
the Issuer nor the District will use, or permit the use of, the buildings and facilities comprising
the Project in any other Non-Qualified Use.
(b) Agreements. As of the Closing Date, neither the District nor the Issuer has any
agreements with Non-Qualified Users that relate to the management or operation of any
portion ofthe buildings and facilities comprising the Project. During the Measurement Period,
neither the Issuer nor the District will enter into or renew any agreement with any Non-
Qualified User with respect to the management or operation of any portion of the buildings and
facilities com prising the Project without first obtaining an Opinion of Special Tax Counsel.
(c) Leases. Except as otherwise describedin this subsection (c), as of the Closing
Date, neither the Issuer nor the District has any leases with Non-Qualified Users with respect
to the buildings and facilities comprising the Project. During the Measurement Period, neither
the Issuer nor the District will enter into or renew any other leases with any Non-Qualified
Users, other than Qualified Use Agreements, with respect to the buildings and facilities
comprising the Project without first obtaining an Opinion of Special Tax Counsel.
(d) Written Policies and Procedures. The Issuer andthe District intend for this Tax
Agreement to be its primary written policies and procedures for monitoring com pliance with the
Post-Issuance Tax Re quirements for the Lease Agreement and to supplement any other formal
policies and procedures related to the Post-Issuance Tax Requirements that have been
established.
(e) Compliance Officer. The Issuer or the District, when necessary to fulfill the Post-
Issuance Tax Requirements, will, through the Compliance Officer, sign Form 8038-T in
connection with the payment of arbitrage rebate or Yield reduction payments, participate in
any federalincome tax audit of the Lease Agreement or related proceedings under a voluntary
compliance agreement procedures (VCAP) or undertake a remedial action procedure pursuant
to Regulations § 1.141-12.
(f) Annual Compliance Checklist. Attached as Exhibit D is a form of Annual
Compliance Checklist for the Lease Agreement. The Compliance Officer will prepare and
comple te an Annual Compliance Checklist for the Financed Assets and Benefitted Facilities at
least annually. In the event the Annual Compliance Checklist identifies a deficiency in
compliance with the requirements of this Tax Agreement, the Compliance Officer will obtain an
Opinion of Special Tax Counsel and take actions to correct any deficiency.
Section 7. Recordkeeping. The Compliance Officer will maintain the Tax
Compliance File for the Lease Agreement in accordance with this Tax Agreement. Unless
otherwise spe cifically instructedin a written Opinion of Special Tax Counsel or to the extent
otherwise providedin this Tax Agreement, the Compliance Officer shall retain records related
to the Post-Issuance Tax Re quirements until 3 years following the final maturity of (i) the Lease
Agreement or (ii) any obligation issued to refund the Lease Agreement. Any records maintained
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