Common use of Tax Covenants of Corporation Clause in Contracts

Tax Covenants of Corporation. The Corporation will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest evidenced by or paid on the Series 2020 Notes and, if it should take or permit, or omit to take or cause to be taken, any such action, the Corporation will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly on having knowledge thereof. The Corporation acknowledges that the continued exclusion of interest evidenced by or paid on the Series 2020 Notes from a Holder’s gross income for federal income tax purposes depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. To that end, the Corporation covenants that it will comply with the Tax Regulatory Agreement. The Corporation acknowledges that, for federal income tax purposes, the Series 2020 Notes are being issued by the Corporation as an instrumentality of the County, acting on behalf of such County as set forth in Revenue Ruling 63-20 (as supplemented by Revenue Procedure 82-26) and covenants to comply with all provisions of such Revenue Ruling as so supplemented. The Corporation, therefore, represents, warrants and covenants as follows: (a) The County may, at any time, request and receive a conveyance of fee simple title to and exclusive possession of the Project Facilities by (i) establishing an irrevocable deposit that will be sufficient to defease the Series 2020 Notes, and (ii) paying the reasonable costs incident to such defeasance. The Trustee and the Corporation agree in such event to immediately cancel all encumbrances on the Project Facilities and Real Property to which they are a party, including any management contract or lease of the Project Facilities and Real Property. (b) If the Corporation defaults in its payments of principal and interest due on the Series 2020 Notes and the Trustee declares the principal of the Series 2020 Notes to be due and payable, the County is granted the exclusive option to purchase the Project Facilities, including any improvements, for a price equal to the amount of the Series 2020 Notes which are Outstanding, plus accrued interest to the date of such default and, upon such purchase, to terminate the Base Lease. These provisions are not intended and shall not be interpreted so as to limit the rights of the Holders of the Series 2020 Notes to pursue their remedies under this Trust Agreement and the Facilities Agreement. (c) The County shall obtain fully unencumbered fee simple title to the Project Facilities when the Series 2020 Notes are discharged and paid in full. The Corporation will convey to the County such fee simple title and exclusive possession and use of the Project Facilities, including any additions thereto, without demand or further action on its part. (d) The proceeds of fire or other casualty insurance policies received in connection with the damage or destruction to the portion of the Project Facilities or Real Property financed or refinanced with the proceeds of the Series 2020 Notes, including any improvements, will be used, subject to the provisions of this Trust Agreement regarding extraordinary redemption of the Series 2020 Notes, to rebuild the Project Facilities or to redeem the Series 2020 Notes or, if all of the Series 2020 Notes have been paid or defeased under this Trust Agreement, will be remitted to the County. (e) In the event of any division of the Project Facilities and the Real Property pursuant to Section 2.4 of the Facilities Agreement, the Corporation agrees that, unless (i) it obtains an opinion of Bond Counsel to the effect that such action is unnecessary to preserve the exclusion from gross income of interest on any Series 2020 Notes, or (ii) the Corporation or the Trustee is directed by the owners of a majority of the beneficial ownership interests of the Series 2020 Notes, it will timely undertake to satisfy the requirements of the Code and the Treasury Regulations relating to a change in use of the Real Property or the Project Facilities. Regulations governing such remedial action are now contained in Section 1.141-12 of the Treasury Regulations.

Tax Covenants of Corporation. The Corporation will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest evidenced by or paid on the Series 2020 Notes Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, the Corporation will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly on having knowledge thereof. The Corporation acknowledges that the continued exclusion of interest evidenced by or paid on the Series 2020 Notes Bonds from a Holder’s gross income for federal income tax purposes depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. To that end, the Corporation covenants that it will comply with the Tax Regulatory Agreement. The Corporation acknowledges that, for federal income tax purposes, the Series 2020 Notes Bonds are being issued by the Corporation as an instrumentality of the County, acting on behalf of such County as set forth in Revenue Ruling 63-20 (as supplemented by Revenue Procedure 82-26) and covenants to comply with all provisions of such Revenue Ruling as so supplemented. The Corporation, therefore, represents, warrants and covenants as follows: (a) The County may, at any time, request and receive a conveyance of fee simple title to and exclusive possession of the Project Facilities by (i) establishing an irrevocable deposit with the Trustee, as escrow agent, that will be sufficient to defease the Series 2020 NotesBonds, and (ii) paying the reasonable costs incident to such defeasance. The Trustee and the Corporation agree in such event to immediately cancel all encumbrances on the Project Facilities and Real Property to which they are a party, including any management contract or lease of the Project Facilities and Real Property. (b) If the Corporation defaults in its payments of principal and interest due on the Series 2020 Notes Bonds and the Trustee declares the principal of the Series 2020 Notes Bonds to be due and payable, the County is granted the exclusive option to purchase the Project Facilities, including any improvements, for a price equal to the amount of the Series 2020 Notes Bonds which are Outstanding, as well as any other Bonds as may be Outstanding, plus accrued interest to the date of such default and, upon such purchase, to terminate the Sub-Base Lease. These provisions are not intended and shall not be interpreted so as to limit the rights of the Holders of the Series 2020 Notes Bonds to pursue their remedies under this Trust Agreement and the Facilities Agreement. (c) The County shall obtain fully unencumbered fee simple title to the Project Facilities when the Series 2020 Notes Bonds are discharged and paid in full. The Corporation will convey to the County such fee simple title and exclusive possession and use of the Project Facilities, including any additions thereto, without demand or further action on its part. (d) The proceeds of fire or other casualty insurance policies received in connection with the damage or destruction to the portion of the Project Facilities or Real Property financed or refinanced with the proceeds of the Series 2020 NotesBonds, including any improvements, will be used, subject to the provisions of this Trust Agreement regarding extraordinary redemption of the Series 2020 NotesBonds, to rebuild the Project Facilities or to redeem the Series 2020 Notes Bonds or, if all of the Series 2020 Notes Bonds as well as any other Bonds as may be Outstanding have been paid or defeased under this Trust Agreement, will be remitted to the County. (e) In the event of any division of the Project Facilities and the Real Property pursuant to Section 2.4 of the Facilities Agreement, the Corporation agrees that, unless (i) it obtains an opinion of Bond Counsel to the effect that such action is unnecessary to preserve the exclusion from gross income of interest on any the Series 2020 NotesBonds, or (ii) the Corporation or the Trustee is directed by the owners of a majority of the beneficial ownership interests of the Series 2020 NotesBonds, it will timely undertake to satisfy the requirements of the Code and the Treasury Regulations relating to a change in use of the Real Property or the Project Facilities. Regulations governing such remedial action are now contained in Section 1.141-12 of the Treasury Regulations.

Tax Covenants of Corporation. The Corporation will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest evidenced by or paid on the Series 2020 Notes 2018 Bond and, if it should take or permit, or omit to take or cause to be taken, any such action, the Corporation will take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly on having knowledge thereof. The Corporation acknowledges that the continued exclusion of interest evidenced by or paid on the Series 2020 Notes 2018 Bond from a Holder’s gross income for federal income tax purposes depends, in part, on compliance with the arbitrage limitations imposed by Section 148 of the Code. To that end, the Corporation covenants that it will comply with the Tax Regulatory Agreement. The Corporation acknowledges that, for federal income tax purposes, the Series 2020 Notes are 2018 Bond is being issued by the Corporation as an instrumentality of the CountyCity, acting on behalf of such County City as set forth in Revenue Ruling 63-20 (as supplemented by Revenue Procedure 82-26) and covenants to comply with all provisions of such Revenue Ruling as so supplemented. The Corporation, therefore, represents, warrants and covenants as follows: (a) The County City may, at any time, request and receive a conveyance of fee simple title to and exclusive possession of the Project Facilities by (i) establishing an irrevocable deposit that will be sufficient to defease the Series 2020 Notes2018 Bond, and (ii) paying the reasonable costs incident to such defeasance. The Trustee Purchaser and the Corporation agree in such event to immediately cancel all encumbrances on the Project Facilities and Real Property to which they are a party, including any management contract or lease of the Project Facilities and Real Property. (b) If the Corporation defaults in its payments of principal and interest due on the Series 2020 Notes 2018 Bond and the Trustee Purchaser declares the principal of the Series 2020 Notes 2018 Bond to be due and payable, the County City is granted the exclusive option to purchase the Project Facilities, including any improvements, for a price equal to the amount of the Series 2020 Notes 2018 Bond which are Outstanding, plus accrued interest to the date of such default and, upon such purchase, to terminate the Base Lease. These provisions are not intended and shall not be interpreted so as to limit the rights of the Holders Purchaser of the Series 2020 Notes 2018 Bond to pursue their remedies under this Trust Agreement Indenture and the Facilities Agreement. (c) The County City shall obtain fully unencumbered fee simple title to the Project Facilities when the Series 2020 Notes 2018 Bond are discharged and paid in full. The Corporation will convey to the County City such fee simple title and exclusive possession and use of the Project Facilities, including any additions thereto, without demand or further action on its part. (d) The proceeds of fire or other casualty insurance policies received in connection with the damage or destruction to the portion of the Project Facilities or Real Property financed or refinanced with the proceeds of the Series 2020 Notes2018 Bond, including any improvements, will be used, subject to the provisions of this Trust Agreement Indenture regarding extraordinary redemption of the Series 2020 Notes2018 Bond, to rebuild the Project Facilities or to redeem the Series 2020 Notes 2018 Bond or, if all of the Series 2020 Notes 2018 Bond have been paid or defeased under this Trust AgreementIndenture, will be remitted to the CountyCity. (e) In A reasonable estimate of the event of any division fair market value of the Project Facilities and the Real Property pursuant to Section 2.4 as of the Facilities Agreement, the Corporation agrees that, unless (i) it obtains an opinion of Bond Counsel to the effect that such action is unnecessary to preserve the exclusion from gross income of interest on any Series 2020 Notes, or (ii) the Corporation or the Trustee is directed by the owners of a majority of the beneficial ownership interests latest maturity date of the Series 2020 Notes, it will timely undertake 2018 Bond is equal to satisfy the requirements at least 20% of the Code and the Treasury Regulations relating to a change in use original costs of the Real Property or the Project Facilities. Regulations governing such remedial action . (f) A reasonable estimate of the remaining useful life of the Project Facilities on the latest maturity date of the Series 2018 Bond is equal to at least 20% of the original useful life of the Project Facilities. (g) It is expected that during calendar year 2018 the City and all entities subordinate thereto, including the Corporation, will not borrow on a tax-exempt basis (other than private activity bonds which are now contained not qualified 501(c)(3) bonds as defined in Section 1.141-12 145 of the Treasury RegulationsCode) in the aggregate an amount exceeding $10,000,000. In an ordinance enacted by the City Council of the City on , 2018, the City designated the Series 2018 Bond as a “qualified tax-exempt obligation” in accordance with Section 265(b)(3)(B) of the Code.