Common use of Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds Clause in Contracts

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and‌ agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings on them), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the excludability of interest on the Bonds from federal gross income under the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined in the Code) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 802 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulations, the Internal Revenue Service will treat the Authority as the “taxpayer” in such examination. The Company and the Authority each agree that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxability.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreementhereof, the Company covenants and‌ and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings on themthereon), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the excludability exclusion of interest on the Bonds from the federal gross income of the owners of the Bonds under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined person referred to in Section 103(b)(13) of the 1954 Code) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that the above result. The Company covenants for inclusion of interest on any Bond in the benefit computation of the Bondholders to comply with all adjustment used in determining the alternative minimum tax for certain corporations, the environmental tax imposed by Section 59A of the requirements of Code or the branch profits tax on foreign corporations imposed by Section 802 884 of the IndentureCode does not constitute a loss of the exclusion from federal gross income of interest on the Bonds under Section 103 of the Code within the meaning of this Section. This provision shall control in case of conflict or ambiguity with any other provision of this Loan Agreement. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulations, the Internal Revenue Service will treat the Authority as the “taxpayer” in such examination. The Company and the Authority each agree that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority each Major Bondholder and the Insurer Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement hereunder because of a redemption upon a determination Determination of taxabilityTaxability (as defined in the Form of Bond attached to the Indenture as Exhibit A). The Company covenants and agrees that upon the enactment of appropriate changes to the Code it will, at its own expense, use all reasonable efforts to cause to be delivered to the Trustee the Opinion of Tax Counsel referred to in Section 3.02(b) of the Indenture.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and‌ and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings on them), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the excludability of interest on the Bonds from federal gross income under the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined in the Code) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 802 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement. Agreement.‌ The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulations, the Internal Revenue Service will treat the Authority as the “taxpayer” in such examination. The Company and the Authority each agree that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxability.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and‌ and agrees that it will not knowingly take or take, authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be taken taken, including with respect to the Project, or the proceeds of the Bonds (including investment earnings on them), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, or otherwise which will result in the loss of the excludability of interest on the Bonds from federal gross income under the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined in the CodeInternal Revenue Code of 1954, as amended, and related regulations) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 802 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement. Agreement.‌ The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulationsprocedures, it is likely that the Internal Revenue Service will treat the Authority as the “taxpayer” in such an examination. The Company agrees that it will respond, and will direct the Authority to respond, and the Authority each agree agrees that it will respond respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense (including reasonable fees by counsel) and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxability.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and‌ and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings on themthereon), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the excludability of interest on the Bonds from federal gross income under the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined in the Code) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that the above result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 802 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement. Agreement.‌ The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulations, the Internal Revenue Service will treat the Authority as the “taxpayer” in such examination. The Company and the Authority each agree that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxability.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and‌ and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company's control, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings on themthereon), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the excludability exclusion of interest on the Bonds from the federal gross income of the owners of the Bonds under the Code Section 103 (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined person referred to in Section 147(a) of the Code) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that the above result. The Toward that end, the Company covenants for the benefit of the Bondholders to that it will comply with all provisions of the requirements of Section 802 of Rebate Agreement and the IndentureProject Certificate. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement. The In furtherance of such covenant, the Company acknowledges covenants and represents as follows: (a) that all information provided in writing to the Issuer or Bond Counsel with respect to the Project's expected economic life is true, accurate and correct; (b) to refrain from taking any action that would result in the event Bonds being "federally guaranteed" within the meaning of an examination by Code Section 149(b); (c) to pay, or cause to be paid, to the United States of America such amounts at such times as may be necessary to fulfill the Issuer's obligation to rebate investment earnings pursuant to Code Section 148; and, upon request, to provide, or to cause the Trustee to provide, the Issuer with evidence of such payments and all information related to the calculation of payment amounts as the Issuer may reasonably request; (d) to maintain such records, or to cause the Trustee to maintain such records, as will enable the Company to fulfill its responsibilities under this Section and Code Section 148 and to retain, or to cause the Trustee to retain, such records for at least six years following the final payment of principal of and interest on the Bonds; (e) to provide for the preparation and filing of the required Internal Revenue Service Form 8038 with respect to the Bonds within the time required; (f) to provide, or to cause the Trustee to provide, the Issuer with such information as the Issuer may reasonably require to complete any other required Internal Revenue Service filings. If regulations or rulings are hereafter promulgated which modify, or expand provisions of, the Code as applicable to the Bonds, the Company shall not be required to comply with any covenant contained herein to the extent that failure to comply with any such modification or expansion, in the Opinion of Bond Counsel, will not adversely affect the exclusion from gross income of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current regulationsas in effect on the Closing Date. If regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Internal Revenue Service will treat Company agrees, to the Authority extent such compliance is within its powers and control, to comply with the additional requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exclusion from gross income of the interest on the Bonds for federal income tax purposes as in effect on the “taxpayer” in such examinationClosing Date. The Promptly after the Company and first becomes aware of any Determination of Taxability, the Authority each agree that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly Company shall give written notice thereof to the Company of the commencement of any such examination and will cooperate with the CompanyIssuer, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxabilityLGC.