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 take, authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be 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 Internal 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.‌ 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 procedures, 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 agrees 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 (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 agrees that it will not take, knowingly take or authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be taken, including 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, 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 Internal Revenue Code of 1954, as amended, and related regulationsCode) 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 proceduresregulations, it is likely that the Internal Revenue Service will treat the Authority as the “taxpayer” in such an examination. The Company agrees and the Authority each agree that it will respond, and will direct the Authority to respond, and the Authority 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 agrees that it will not take, knowingly take or authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be taken, including 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, 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 Internal Revenue Code of 1954, as amended, and related regulationsCode) 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.‌ 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 proceduresregulations, it is likely that the Internal Revenue Service will treat the Authority as the “taxpayer” in such an examination. The Company agrees and the Authority each agree that it will respond, and will direct the Authority to respond, and the Authority 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 take, knowingly take or authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be taken, including 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, 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 Internal Revenue Code of 1954, as amended, and related regulationsCode) 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 proceduresregulations, it is likely that the Internal Revenue Service will treat the Authority as the “taxpayer” in such an examination. The Company agrees and the Authority each agree that it will respond, and will direct the Authority to respond, and the Authority 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.