Representations and Covenants of the Trustee Sample Clauses
Representations and Covenants of the Trustee. The Trustee represents and covenants to the City as follows:
(a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter, advice or Opinion of Special Tax Counsel, specifically referencing the Lease or Certificates and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the Interest Portion of the Basic Rent Payments from gross income for federal income tax purposes.
(b) The Trustee, acting on behalf of the City, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment banking firm to provide the Trustee with such information as it may request in order to determine all matters relating to (1) the Yield on the Lease as it relates to any data or conclusions necessary to verify that the Lease is not an “arbitrage bond” within the meaning of Code § 148 and (2) compliance with arbitrage rebate requirements of Code § 148(f). The City will pay all costs and expenses incurred in connection with supplying the foregoing information.
(c) The Trustee will retain records related to the investment and expenditure of Gross Proceeds held in funds and accounts maintained by the Trustee and any records provided to the Trustee by the City related to the Post-Issuance Tax Requirements in accordance with Section 4.2(a) of this Tax Agreement. The Trustee will retain these records until three years following the final maturity of (i) the Certificates or (ii) any obligation issued to refund the Certificates; provided, however, if the Trustee is not retained to serve as trustee for any obligation issued to refund the Certificates (a “Refunding Obligation”), then the Trustee may satisfy its record retention duties under this Section 2.3(c) by providing copies of all records in its possession related to the Certificates to the trustee for the Refunding Obligation or other party agreed upon by the City.
Representations and Covenants of the Trustee. The Trustee represents and covenants to the City and the Developer as follows:
(a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or opinion of Bond Counsel, specifically referencing the Bonds and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes.
(b) The Trustee, acting on behalf of the City and the Developer, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment banking firm to provide the Trustee with such information as it may request in order to determine all matters relating to (a) the Yield on the Bonds as it relates to any data or conclusions necessary to verify that the Bonds are not “arbitrage bonds” within the meaning of Code § 148, and (b) compliance with arbitrage rebate requirements of Code § 148(f). All costs and expenses incurred in connection with supplying the foregoing information will be paid from the TDD Sales Tax Revenue Fund.
Representations and Covenants of the Trustee. The Trustee represents and covenants as follows:
(a) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or this Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to (i) this Lease or the Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease and/or (iii) the Leased Property and any reversion therein or any of its or the Trustee’s other rights under this Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in its or the Trustee’s right, title and interest in, to and under this Lease or the Site Lease or the Leased Property except for Permitted Encumbrances.
(b) Neither the execution and delivery of this Lease and the Site Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing.
(c) To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute this Lease and the Site Lease or to execute the Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the Town on or prior to the date the Indenture is executed and delivered.
Representations and Covenants of the Trustee. The Trustee represents and covenants to the Issuer and the Borrower as follows:
(a) The Trustee must comply with the applicable provisions of this Tax Agreement and any written letter or Opinion of Bond Counsel that sets forth any action necessary to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes.
(b) The Trustee, at the written direction of the Borrower and acting on behalf of the Issuer, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment banking firm to provide the Trustee with such information as it may request in order to determine (in a manner reasonably satisfactory to the Trustee) all matters relating to (a) the Yield on the Bonds or Investments as it relates to any data or conclusions necessary to verify that the Bonds are not “arbitrage bonds” within the meaning of Code § 148, and (b) compliance with arbitrage rebate requirements of Code § 148(f). The Borrower will pay all costs and expenses incurred in connection with supplying the foregoing information.
Representations and Covenants of the Trustee. The Trustee expressly acknowledges, represents, warrants and agrees that:
(a) as a directed trustee, it is a fiduciary for the performance of its responsibilities hereunder to the extent its exercises discretion as set forth is Section 3(21) of ERISA;
(b) it has completed, obtained or performed (and, when required, will complete, obtain or perform) all registrations, filings, approvals, authorizations, consents or examinations required by ERISA or other applicable law (or any government or governmental authority) for the performance of the acts contemplated by the Agreement and, during the term of this Agreement, it shall comply with all existing, new or amended statutes of the United States (and any other government or governmental authority) having jurisdiction over its activities which are applicable to its ability to perform its services under this Agreement;
(c) it has, by appropriate action, duly authorized the execution and implementation of this Agreement; such authorization or execution does not violate any obligation by which the Trustee is bound or any applicable law; and this Agreement has been executed on behalf of the Trustee by a person (or persons) authorized to transact this type of business on behalf of the Trustee and shall be binding upon the Trustee in accordance with its terms;
(d) the personnel of the Trustee who will be responsible for carrying out the terms of this Agreement are individuals experienced in the types of services contemplated by this Agreement;
(e) the Trustee shall promptly advise the Employee Benefits Committee in the event of any chance in control of the Trustee or any material changes in the personnel of the Trustee who perform services for the Plans;
(f) except as specifically disclosed in writing to the Employee Benefits Committee, neither the Trustee, nor any of their officers, directors or employees ever has been convicted of any criminal offense involving dishonesty or a breach of trust or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense;
(g) except as specifically disclosed in writing to the Employee Benefits Committee, the Trustee has not (i) had an insurance or bonding company deny, pay out on or revoke a fidelity bond or fiduciary liability insurance policy, or (ii) filed a commercial bankruptcy or insolvency petition (or been declared bankrupt) or had a trustee appointed under the Securities Investor Protection Act;
(h...
Representations and Covenants of the Trustee. The Trustee represents and covenants as follows:
(a) So long as no Series 2020A Event of Indenture Default or Series 2020B Event of Indenture Default (both as defined in the Indenture) has occurred and is then continuing or existing, except as specifically provided in the Site Lease or this Lease or as necessary to transfer the Series 2020A Trust Estate and Series 2020B Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee’s right, title and interest in and to: (i) this Lease or the Site Lease,; (ii) the Series 2020A Base Rentals, other Series 2020A Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease,; (iii) the Series 2020B Base Rentals, other Series 2020B Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease,; and/or (iv) the Leased Property and any reversion therein or any of its or the Trustee’s other rights under this Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in its or the Trustee’s right, title and interest in, to and under this Lease or the Site Lease or the Leased Property except for Permitted Encumbrances.
Representations and Covenants of the Trustee. The Trustee represents and covenants to the Issuer as follows:
(a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or Opinion of Bond Counsel, specifically referencing the Bonds and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes.
(b) The Trustee, acting on behalf of the Issuer, may from time to time cause a firm of attorneys, consultants or independent accountants or an Investment banking firm to provide the Trustee with such information as it may request in order to determine all matters relating to (1) the Yield on the Bonds as it relates to any data or conclusions necessary to verify that the Bonds are not “arbitrage bonds” within the meaning of Code § 148, and (2) compliance with arbitrage rebate requirements of Code § 148(f). The Issuer will pay all costs and expenses incurred in connection with supplying the foregoing information.
Representations and Covenants of the Trustee. The Trustee represents and covenants to the City as follows:
(a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or Opinion of Special Tax Counsel, specifically referencing the Certificates and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the Interest Portion from gross income for federal income tax purposes.
(b) The Trustee, at the written request of the City, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment banking firm to provide the Trustee and the City with such information as it may request in order for the City to determine all matters relating to (a) the Yield on the Certificates as it relates to any data or conclusions necessary to verify that the Certificates are not “arbitrage bonds” within the meaning of Code § 148, and (b) compliance with arbitrage rebate requirements of Code § 148(f). The City will pay all costs and expenses incurred in connection with supplying the foregoing information.
Representations and Covenants of the Trustee. The Trustee hereby represents that it is a national banking association duly organized and validly existing under and by virtue of the laws of the United States of America and duly authorized and qualified to exercise corporate trust powers in the State of Ohio, and with an unimpaired reported capital and surplus of not less than $75,000,000. The Trustee covenants that it will take such action, if any, as is necessary to remain in good standing and duly authorized to exercise corporate trust powers in the State and that it will maintain an unimpaired reported capital and surplus of not less than $75,000,000. The Trustee accepts and agrees to observe and perform the duties and obligations of the Trustee to which reference is made in this CFC Master Trust Agreement.