Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 Series A Bonds will not be used in any manner that would cause the 2007 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 Series A Bonds regarding the amount and use of the proceeds of the 2007 Series A Bo...
Special Arbitrage Certifications. The Company and the Issuer covenant not to cause or direct any moneys on deposit in any fund or account to be used in a manner which would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code, and the Company certifies and covenants to and for the benefit of the Issuer and the Owners of the Bonds that so long as there are any Bonds Outstanding, moneys on deposit in any fund or account in connection with the Bonds, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner which will cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code.
Special Arbitrage Certifications. (a) The Issuer hereby certifies to the Borrower (i) that it has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon and (ii) that issuance of theBonds will not violate any provisions of Section 103 of the Code, Section 148 of the Code, or the Regulations issued under such Sections of the Code, such that the interest on the Bonds is not Tax-exempt.
(b) The Borrower and the Issuer agree to comply with the Tax Regulatory Agreement, as such Tax Regulatory Agreement shall be amended from time to time in order that interest on the Bonds remains Tax-exempt. The Borrower further agrees to cause any other Principal User (as defined in Section 5.10 hereof) of the Project to comply with the terms of this Loan Agreement and the Tax Regulatory Agreement to the extent necessary to insure that interest on the Bonds remains Tax-exempt.
Special Arbitrage Certifications. 18 Section 5.12. Covenant to Enter into Agreement or Contract to Provide Ongoing Disclosure... 18 Section 5.13. No Purchase of Bonds......................................................... 19
Special Arbitrage Certifications. The City and the BOE jointly and severally certify and covenant to each other and to and for the benefit of the purchasers and owners of the Bonds from time to time outstanding that so long as any of the Bonds remain outstanding, (a) the Leased Property will not be used in a manner which will cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148(a) of the Code and any applicable regulations promulgated or proposed thereunder as the same exist on this date, or may from time to time hereafter be amended, supplemented or revised, and (b) the City and the BOE will execute, and comply with the covenants and conditions of, the Tax Certificate (as defined in the Indenture).
Special Arbitrage Certifications. The Company covenants with the Issuer, the Trustee and the Owners from time to time of the Bonds that so long as any Bond remains Outstanding, moneys on deposit in any fund or account in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner which will cause the Bonds to be "arbitrage bonds," within the meaning of Section 148 of the Code and any lawful regulations promulgated or proposed thereunder. The Issuer and the Company each covenant and agree on their own behalf that they shall not take any action, cause any action to be taken, omit to take any action or cause any omission to occur which would cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax purposes.
Special Arbitrage Certifications. The Authority hereby certifies to the Borrower that the issuance of the Bonds, in and of itself, will not violate any provisions of Section 103, or of Section 148 of the Code or Treasury Regulations issued under those Sections of the Code, such that the Bonds are not Tax-exempt. To that end, the Borrower acknowledges that it has read Sections 5.06 and 6.06 of the Indenture and that it will comply with the requirements of those sections as if they were set forth in full in this Agreement.
Special Arbitrage Certifications. The Issuer covenants not to cause or direct any moneys on deposit in any fund or account to be used in a manner which would cause the Bonds or the series H Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code, and the Company certifies and covenants to and for the benefit of the Issuer and the Owners of the Bonds that so long as there are any Bonds Outstanding, moneys on deposit in any fund or account in connection with the transactions contemplated herein, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner which will cause the Bonds or the Series H Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code. [END OF ARTICLE III]
Special Arbitrage Certifications. Section 3.5. Agreement to Construct the Project . . . III-1 Section 3.6. Company Required to Pay Project Costs if Project Fund Insufficient. . . . . . . . III-2
Special Arbitrage Certifications. 12 Section 3.10. Depositories of Moneys and Security for Deposit ................................ 12
