Common use of Arbitrage Covenants Clause in Contracts

Arbitrage Covenants. (a) Subject to the limitations on its liability as stated herein and to the extent permitted by law, the Authority covenants and agrees that (i) it has not knowingly engaged and will not knowingly engage in any activities and that it has not knowingly taken and will not knowingly take any action which might result in any interest on the Bonds becoming includable in the gross income of the owners thereof for purposes of federal income taxation, and (ii) it will take the action required by it to be taken hereunder and will cooperate, to the extent reasonably possible without incurring additional costs, with the Borrower in maintaining the Tax-exempt status of interest on the Bonds. Without limiting the generality of the foregoing, the Authority covenants and agrees that it will comply with the requirements of the Tax Certificate. The Borrower has made certain tax covenants in Sections 5.8 of the Agreement and in the Tax Certificate. (b) The Borrower has covenanted in the Loan Agreement, and agreed in the Tax Certificate, to pay or cause to be paid to the United States rebate payments with respect to the Bonds as provided in the Tax Certificate. The Trustee agrees to comply with all specific written instructions of the Borrower given pursuant to the Loan Agreement, the Tax Certificate and the terms hereof with respect to such rebate payments; provided, however, that the Trustee shall not be responsible in any way for any rebate calculations or other arbitrage calculations, and provided further that the Borrower shall be responsible for such instructions complying with the Tax Certificate. The Trustee conclusively shall be deemed to have complied with the provisions of this Section 6.06(b) if it follows the written directions of the Borrower set forth in the instructions required by the Loan Agreement and the Tax Certificate and shall not be required to take any action under this Section 6.06(b) in the absence of such written directions from the Borrower. The Trustee shall not be liable for any consequences resulting from its failure to act if no written instructions from the Borrower (or in the absence of Borrower instructions, written instructions from the Authority) are delivered to it. The Trustee has no duty or obligation to confirm that any written investment directions provided to it comply with the provisions of the Tax Certificate. (c) Notwithstanding any provision of this Section, if the Borrower shall provide to the Trustee and the Authority an opinion of Bond Counsel addressed to the Authority and the Trustee that any action required under Sections 5.8 of the Agreement or this Section 6.06 is no longer required, or that some further action is required to maintain the Tax-exempt status of interest on the Bonds, the Trustee and the Authority may rely conclusively on such opinion in complying with the requirements of this Section, and the covenants contained herein shall be deemed to be modified to that extent. (d) The covenants of the Authority in this Section 6.06 are made solely in reliance on the representations and covenants of the Borrower set forth in the Loan Agreement and the Tax Certificate, and a default by the Borrower with respect thereto shall not be considered a default of the Authority hereunder. The covenants of the Authority in this Section 6.06 are limited to those actions within its control, and further limited to the extent that the costs and expenses of taking such actions are borne by the Borrower or a third party.

Arbitrage Covenants. (a) Subject to The Authority and the limitations on its liability as stated herein Borrower covenant and to the extent permitted by law, the Authority covenants and agrees agree that (i) it has not knowingly engaged and neither will not knowingly engage in any activities and that it has not knowingly taken and will not knowingly take any action, or fail to take any action, if such action which might result in any interest on or failure to take such action would adversely affect the Bonds becoming includable in the exclusion from gross income of the owners thereof for purposes of federal income taxation, and (ii) it will take the action required by it to be taken hereunder and will cooperate, to the extent reasonably possible without incurring additional costs, with the Borrower in maintaining the Tax-exempt status of interest payable on the BondsAuthority Notes under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority and the Borrower each covenants and agrees that it will each comply with the requirements of the Issuer Tax Certificate and the Borrower Tax Certificate. The Borrower has made certain tax covenants in Sections 5.8 of the Agreement and in the Tax Certificate, respectively. (b) The Borrower has covenanted will pay, or cause to be paid, from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Regulations as may be applicable to the Authority Notes from time to time. This covenant shall survive payment in the Loan Agreement, and agreed in the Tax Certificate, full or defeasance of such Authority Notes. The Borrower specifically covenants to pay or cause to be paid on behalf of the Authority to the United States rebate payments with respect to at the Bonds as provided times and in the amounts determined under Section 5.06 hereof the Rebate Requirement, as described in the Borrower Tax Certificate. The Trustee agrees to comply with all specific written instructions Rebate Instructions of the Borrower given pursuant to the Loan Agreement, the Borrower Tax Certificate and the terms hereof with respect to such rebate paymentsCertificate; provided, however, that the Trustee shall not be responsible in any way for any rebate calculations or other arbitrage calculations, and provided further that the Borrower shall be responsible for such instructions Rebate Instructions complying with the Borrower Tax Certificate. The Trustee conclusively shall be deemed to have complied with the provisions of this Section 6.06(b) if it follows the written Rebate Instructions and directions of the Borrower set forth in the instructions required by the Loan Agreement and the Tax Certificate and shall not be required to take any action under this Section 6.06(b) in the absence of such written directions from the Borrower. The Trustee shall not be liable for any consequences resulting from its failure to act if no written instructions Rebate Instructions from the Borrower (or in the absence of Borrower instructionsRebate Instructions, written instructions from the Authority) are delivered to it. The Trustee has no duty or obligation to confirm that any written investment directions provided to it comply with the provisions of the Tax Certificate. (c) Notwithstanding any provision of this Section, if the Borrower shall provide to the Trustee Trustee, the Bank and the Authority an opinion of Bond Note Counsel addressed to the Authority and the Trustee that any action required under Sections 5.8 of the Agreement Section 5.06 or this Section 6.06 is no longer required, or that some further action is required to maintain the Tax-exempt Exempt status of interest on the BondsAuthority Notes, the Trustee and the Authority may rely conclusively on such opinion in complying with the requirements of this Section, and the covenants contained herein shall be deemed to be modified to that extent. (d) The covenants of the Authority in this Section 6.06 are made solely in reliance on the representations and covenants of the Borrower set forth in the Loan Agreement and the Tax Certificate, and a default by the Borrower with respect thereto shall not be considered a default of the Authority hereunder. The covenants of the Authority in this Section 6.06 are limited to those actions within its control, and further limited to the extent that the costs and expenses of taking such actions are borne by the Borrower or a third party.

Arbitrage Covenants. (a) Subject to The Authority and the limitations on its liability as stated herein Borrower covenant and to the extent permitted by law, the Authority covenants and agrees agree that (i) it has not knowingly engaged and neither will not knowingly engage in any activities and that it has not knowingly taken and will not knowingly take any action, or fail to take any action, if such action which might result in any interest on or failure to take such action would adversely affect the Bonds becoming includable in the exclusion from gross income of the owners thereof for purposes of federal income taxation, and (ii) it will take the action required by it to be taken hereunder and will cooperate, to the extent reasonably possible without incurring additional costs, with the Borrower in maintaining the Tax-exempt status of interest payable on the BondsBonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority and the Borrower each covenants and agrees that it will each comply with the requirements of the Tax Certificate. The Borrower has made certain tax covenants in Sections 5.8 of the Agreement and in the Tax Certificate. (b) The Borrower has covenanted in the Loan Agreement, and agreed in the Tax Certificate, to pay or cause to be paid to the United States rebate payments with respect to the Bonds as provided in the Tax Certificate. The Trustee agrees to comply with all specific written instructions Rebate Instructions of the Borrower given pursuant to the Loan Agreement, the Tax Certificate and the terms hereof with respect to such rebate paymentsCertificate; provided, however, that the Trustee shall not be responsible in any way for any rebate calculations or other arbitrage calculations, and provided further that the Borrower shall be responsible for such instructions Rebate Instructions complying with the Tax Certificate. The Trustee conclusively shall be deemed to have complied with the provisions of this Section 6.06(b) if it follows the written Rebate Instructions and directions of the Borrower set forth in the instructions required by the Loan Agreement and the Tax Certificate and shall not be required to take any action under this Section 6.06(b) in the absence of such written directions from the Borrower. The Trustee shall not be liable for any consequences resulting from its failure to act if no written instructions Rebate Instructions from the Borrower (or in the absence of Borrower instructionsRebate Instructions, written instructions from the Authority) are delivered to it. The Trustee has no duty or obligation to confirm that any written investment directions provided to it comply with the provisions of the Tax Certificate. (c) Notwithstanding any provision of this Section, if the Borrower shall provide to the Trustee and the Authority an opinion of Bond Counsel addressed to the Authority and the Trustee that any action required under Sections 5.8 of the Agreement Section 5.05 or this Section 6.06 is no longer required, or that some further action is required to maintain the Tax-exempt status of interest on the Bonds, the Trustee and the Authority may rely conclusively on such opinion in complying with the requirements of this Section, and the covenants contained herein shall be deemed to be modified to that extent. (d) The covenants of the Authority in this Section 6.06 are made solely in reliance on the representations and covenants of the Borrower set forth in the Loan Agreement and the Tax Certificate, and a default by the Borrower with respect thereto shall not be considered a default of the Authority hereunder. The covenants of the Authority in this Section 6.06 are limited to those actions within its control, and further limited to the extent that the costs and expenses of taking such actions are borne by the Borrower or a third party.

Arbitrage Covenants. (aA) Subject to the limitations on its liability as stated herein and to the extent permitted by law, the The Authority covenants and agrees that (i) it has not knowingly engaged and will not knowingly engage in any activities and that it has not knowingly taken and will not knowingly take any action, or fail to take any action, if such action or failure to take such action on a matter of which might result in any interest on the Bonds becoming includable in Authority has actual knowledge would adversely affect the exclusion from gross income of the owners thereof for purposes of federal income taxation, and (ii) it will take the action required by it to be taken hereunder and will cooperate, to the extent reasonably possible without incurring additional costs, with the Borrower in maintaining the Tax-exempt status of interest payable on the BondsBonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority covenants and agrees that it will comply with the requirements of the Tax CertificateAgreement. The Borrower has covenants of Authority in this Section are made certain tax solely in reliance on the representations and the covenants in Sections 5.8 of the Borrower set forth in the Loan Agreement and in the Tax CertificateAgreement. (bB) The Borrower has covenanted in the Loan Agreement, and agreed in the Tax Certificate, to pay or cause to be paid to the United States rebate payments with respect to the Bonds as provided in the Tax CertificateAgreement. The Trustee agrees to comply with all specific written instructions of the Borrower given pursuant to the Loan Tax Agreement, the Tax Certificate and the terms hereof with respect to such rebate payments; provided, however, that the Trustee shall not be responsible in any way for any rebate calculations or other arbitrage calculations, and provided further that the Borrower shall be responsible for such instructions complying with the Tax CertificateAgreement, and the Trustee shall not be responsible in any way for any rebate or other arbitrage calculations. The Trustee conclusively shall be deemed to have complied with the provisions of this Section 6.06(b6.6(B) if it follows the written directions of the Borrower set forth in the instructions required by the Loan Tax Agreement and the Tax Certificate and shall not be required to take any action under this Section 6.06(b6.6(B) in the absence of such written directions from the Borrower. The Trustee shall not be liable for any consequences resulting from its failure to act if no written instructions from the Borrower (or in the absence of Borrower instructions, written instructions from the Authority) are delivered to it. The Trustee has no duty or obligation to confirm that any written investment directions provided to it comply with the provisions of the Tax Certificate. (cC) Notwithstanding any provision of this Section, if the Borrower shall provide to the Trustee and the Authority an opinion of Bond Counsel Approving Opinion addressed to the Authority and the Trustee that any action required under Sections 5.8 of the Agreement Section 5.6 or this Section 6.06 6.6 is no longer required, or that some further action is required to maintain the Tax-exempt Tax‑exempt status of interest on the Bonds, the Trustee and the Authority may rely conclusively on such opinion in complying with the requirements of this Section, and the covenants contained herein shall be deemed to be modified to that extent. (d) The covenants of the Authority in this Section 6.06 are made solely in reliance on the representations and covenants of the Borrower set forth in the Loan Agreement and the Tax Certificate, and a default by the Borrower with respect thereto shall not be considered a default of the Authority hereunder. The covenants of the Authority in this Section 6.06 are limited to those actions within its control, and further limited to the extent that the costs and expenses of taking such actions are borne by the Borrower or a third party.