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• a management or incentive payment contract, an arrangement such as a take-or-pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from use by the public at large of such property. (b) No Bond proceeds will be loaned to any entity or person. No Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of the Bond proceeds. (c) The Authority will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant. to Section 103(a) of the Code, as in effect on the date of delivery of the Bonds, nor will the Authority act in any manner which would adversely affect such exclusion. The Authority further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the Arbitrage Regulations as in effect on the date of delivery of the Bonds. The Authority shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable. In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary to • restrict or limit the yield on the investment of any moneys held by the Trustee under this Agreement, the Authority shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (d) All officers, employees and agents of the Authority are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Authority as of the date the Bonds are issued and to enter into covenants on behalf of the Authority evidencing the Authority's commitment's made herein. In particular, all or any officers, members, employees and agents of the Authority are authorized to certify and/or enter into covenants for the Authority regarding the facts and circumstances and reasonable expectations of the Authority on the date the Bonds are issued and the commitments made by the Authority herein regarding the amount and use of the proceeds of the Bonds. The Authority has furnished to the Trustee concurrently with the execution and delivery of this Agreement, signed copies of the arbitrage certificate of the kind contemplated by the Code. The Trustee shall have the right in connection with any investment of money in the Construction Fund, the Sinking Fund, the Reserve Fund or the Operation and Reserve Fund to be made by it to require that the Authority furnish the Trustee an opinion of counsel, experienced in matters relating to the tax exemption of interest • 67