BUYER'S IDRB OBLIGATIONS. Each party acknowledges that (x) Seller is and after the Closing Date shall continue to be and shall remain the primary obligor with respect to all IDRB Indebtedness and related Bonds outstanding immediately after the Closing Date to the same extent as though no sale of the Assets had been made and that Buyer shall have no payment obligations with respect to such IDRB Indebtedness and related Bonds and (y) the IDRB Documents require Seller not to take or permit to be taken any action which would have the effect, directly or indirectly, of subjecting the interest on any of the Bonds to federal or state income taxation. Accordingly, Buyer covenants and agrees at Closing to execute and deliver to Seller an agreement substantially in the form attached hereto as Exhibit 6.7, with respect to the Bonds that will be outstanding after the Closing Date. Buyer represents, warrants, covenants and agrees, that so long as any Bonds relating to any IDRB Indebtedness are outstanding, (a) as the "successor in interest" to Seller (as such term is used in Section 142(f)(3)(B) of the IRC), Buyer will not take or permit to be taken any action the effect of which is to cause the Assets that were acquired, constructed, improved or equipped with the proceeds of such Bonds to be used as facilities that are not facilities for the local furnishing of electric energy within the meaning of Sections 142(a)(8) and 142(f) of the IRC or, if applicable, Section 103(b)(4)(E) of the Internal Revenue Code of 1954, as amended and (b) Buyer has not made and shall not make an election pursuant to Section 142(f)(4)(B) of the IRC to terminate tax-exempt bond financing by Buyer. Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer be liable for or have any responsibility to Seller or others under this Section 6.7 if (i) the Assets, or the use and operation thereof, fail to satisfy the previously mentioned requirements of the IRC as of the Closing Date or (ii) interest on any of the Bonds was not excluded from gross income for purposes of federal or state income taxation as of the Closing Date. Buyer acknowledges and agrees that Seller's bond counsel may rely on Buyer's representations, warranties and covenants as hereinabove provided for the purpose of rendering legal opinions, as required by the IDRB Documents as a precondition to the sale by Seller of such Assets, to the effect that the sale of such Assets will not result in the inclusion of the interest on the Bond...
