Common use of Representations and Covenants of the Trustee Clause in Contracts

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 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 letter or Opinion opinion of Special Tax Bond Counsel, specifically referencing the Lease or Certificates 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 Portion of interest on the Basic Rent Payments Bonds 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 Investment banking firm to provide the Trustee with such information as it may request in order to determine all matters relating to (1a) the Yield on the Lease Bonds as it relates to any data or conclusions necessary to verify that the Lease is Bonds are not an “arbitrage bondbonds” within the meaning of Code § 148 148, and (2b) 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 Trustee, acting on behalf of the City, 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 (i1) the Certificates Bonds or (ii2) any obligation obligations issued to refund the CertificatesBonds; provided, however, if the Trustee is not retained to serve as trustee for any obligation obligations issued to refund the Certificates (a “Refunding Obligation”)Bonds, 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 Bonds to the trustee for the Refunding Obligation any such refunding obligations or other another party agreed upon designated by the City.

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 letter 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 Component 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 (1a) the Yield on the City Lease Agreement as it relates to any data or conclusions necessary to verify that the Certificates and the City Lease is Agreement are not an “arbitrage bondbonds” within the meaning of Code § 148 148, and (2b) 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 Trustee, acting on behalf of the City, 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 bond 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 bond 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 Board and 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 letter or Opinion of Special Tax Bond Counsel, specifically referencing the Lease or Certificates 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 preserve the exclusion of the Interest Portion of interest on the Basic Rent Payments Bonds from gross income for federal income tax purposes. (b) The Trustee, acting on behalf of the CityCity and the Board, 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 (1a) the Yield on the Lease Bonds as it relates to any data or conclusions necessary to verify that the Lease is Bonds are not an “arbitrage bondbonds” within the meaning of Code § 148 148, and (2b) 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 Trustee, acting on behalf of the City and the Board, will retain records related to the investment Investment and expenditure of Gross Proceeds held in funds and accounts maintained by the Trustee and any records provided to the Trustee by the Board or 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 four years following the final maturity of (i1) the Certificates Bonds or (ii2) any obligation issued to refund the CertificatesBonds; provided, however, if the Trustee is not retained to serve as bond trustee for any obligation issued to refund the Certificates Bonds (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 Bonds to the bond trustee for the Refunding Obligation or other party agreed upon by the CityCity and the Board.

Representations and Covenants of the Trustee. The Trustee represents and covenants to the City 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, advice letter 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 Component of the Basic Rent Rental Payments of the Certificates from gross income for federal income tax purposes. (b) The Trustee, acting on behalf of the CityIssuer, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment 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 Certificates as it relates to any data or conclusions necessary to verify that the Lease is Certificates are not an “arbitrage bondbonds” within the meaning of Code § 148 148, and (2) compliance with arbitrage rebate requirements of Code § 148(f). The City Issuer will pay all costs and expenses incurred in connection with supplying the foregoing information. (c) The Trustee Trustee, acting on behalf of the Issuer, 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 Issuer 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 Lease and 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 CityIssuer.

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 letter or Opinion of Special Tax Counsel, specifically referencing the Lease or and 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 Component of the Basic Rent Rental 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 reasonable costs and expenses incurred in connection with supplying the foregoing information. (c) The Trustee Trustee, acting on behalf of the City, 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 bond 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 bond trustee for the Refunding Obligation or other party agreed upon by the City.