Common use of Tax Covenants Clause in Contracts

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. In order to preserve Lessee hereby covenants and agrees that: (a) The parties anticipate that Lessor can exclude the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers component of the Bonds, Rent Payments under each Lease from federal gross income. Lessee covenants and agrees that it will (i) complete and timely file an information reporting return with the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action Internal Revenue Service (“IRS”) in accordance with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 149(e) of the Code; (ii) not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code including, nor will they act without limitation, use by private persons or entities pursuant to contractual arrangements which do not satisfy IRS guidelines for permitted management contracts, as the same may be amended from time to time; (iii) invest and reinvest moneys on deposit in any other the Escrow Fund related to each Lease from time to time in a manner which will adversely affect such exclusion; and it that will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds such Lease to be classified as an “arbitrage bondsbond” within the meaning of Section 148 148(a) of the Code. The covenants ; (iv) rebate an amount equal to excess earnings in this Section are based solely on current law in effect any Escrow Fund to the federal government if required by, and in existence on the date of issuance accordance with, Section 148(f) of the Bonds. It shall not be an event Code and make the determinations and maintain the records required by the Code; and (v) comply with all provisions and regulations applicable to establishing and maintaining the excludability of default the interest component of the Rent Payments under this each Lease if interest on any Bonds is not excludable from federal gross income pursuant to any provision Section 103 of the Code which is not Code. (b) If Lessor either (i) receives notice, in existence and in effect any form, from the IRS; or (ii) reasonably determines, based on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not unreasonably withhold, that Lessor may not exclude the interest component of any Tax Section Rent Payment under a Lease from federal gross income because Lessee breached a covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such determination, the amount which, with respect to Rent Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest component of all Rent Payments under such Lease due through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will restore to Lessor the same after-tax yield on the transaction evidenced by this Lease (assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in such amount as will maintain such after-tax yield to Lessor. Lessor’s determination of the amount necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent manifest error). Notwithstanding anything in a Lease to the contrary, any payment that Lessee is unnecessary required to preserve the Tax Exemptionmake pursuant to this subsection (b) shall be made only from Legally Available Funds.

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s 's and the Lessee’s 's commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. All or a portion of the Bonds are being issued as tax-exempt Midwestern Disaster Area Recovery Bonds (the “Tax-Exempt Bonds”). In order to preserve the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Tax-Exempt Bonds, the Lessee Lessees and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee Lessees will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Tax-Exempt Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Tax-Exempt Bonds are outstanding which will cause any of the Tax-Exempt Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Tax-Exempt Bonds. It shall not be an event of default under this Lease if interest on any Tax-Exempt Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Tax-Exempt Bonds. All officers, members, employees and agents of the Lessor and the Lessee Lessees are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee Lessees as of the date the Tax-Exempt Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee Lessees evidencing the Lessor’s and the Lessee’s Lessees’ commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee Lessees are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee Lessees on the date the Tax-Exempt Bonds are issued and the commitments made by the Lessor and the Lessee Lessees herein regarding the amount and use of the proceeds of the Tax-Exempt Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. In order The Company hereby covenants to preserve comply with the exclusion provisions of interest the Code applicable to the Bonds as in effect on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers date of issuance of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee . The Company will not take any action or fail to take any action with respect which would cause the interest on the Bonds to the Bonds, this Lease or the Leased Premises that will result be includable in the loss of the exclusion from gross income for federal income tax purposes under the Code as in effect on the date of issuance of the Bonds (except any Bond for any period during which such Bond is held by a “substantial user” of a facility refinanced with the proceeds of the Bonds or a “related person” to such “substantial user” as such terms are defined in Section 147(a) of the Code). The Company agrees that it shall at all times do and perform all acts and things necessary under the Code as in effect on the date of issuance of the Bonds in order to assure that interest paid on the Bonds under (except any Bond for any period during which such Bond is held by a “substantial user” of a facility refinanced with the proceeds of the Bonds or a “related person” to such “substantial user” as such terms are defined in Section 103 147(a) of the Code), nor for purposes of federal income taxation, shall be excludable from the gross income of the recipients thereof under the Code as in effect on the date of issuance of the Bonds and that it will they refrain from doing or performing any act or thing that will cause such interest not to be so excludable. Notwithstanding anything contained in this paragraph to the contrary, the Issuer shall not have any other manner which will adversely affect liability to the Owners, the Trustee or otherwise as a result of a failure by such exclusion; and party to comply with the provisions of this paragraph. The Company hereby covenants that it will not make any investment or do any other act or thing during use of the period proceeds (as that term is defined in Section 148 of the Code and all applicable regulations promulgated thereunder) of the Bonds are outstanding which will would cause any of the Bonds to be “arbitrage bonds” (as that term is defined in Section 148 of the Code and all applicable regulations promulgated thereunder), and that it will comply with the requirements of such Code section and regulations throughout the term of the Bonds. Without limiting the generality or application of the covenants contained in the foregoing paragraphs of this Section 6.10, the Company hereby agrees to comply with and be bound by the following additional covenants: (a) The Company hereby covenants all of the net proceeds of the Bonds will be used to pay principal of the Refunded Bonds. For purposes of this paragraph, “net proceeds” means the net proceeds as defined in Section 150(a)(3) of the Code, i.e., proceeds of the Bonds, reduced by amounts deposited in any reasonably required reserve or replacement fund (if any) for the Bonds. (b) The Company hereby covenants in connection with the Bonds that, except as permitted in subsection (h) hereof, it will comply with the requirement for payment of the Rebate Amount to the United States set forth in the Investment Letter. The Company acknowledges and agrees that the calculation of the Rebate Amount and the payment of the Rebate Amount to the United States shall be the responsibility of the Company and that neither the Issuer nor the Trustee shall have any obligation therefor. The Company agrees to indemnify the Issuer and the Trustee against any loss, liability or expense incurred in connection with the Company’s failure to pay the Rebate Amount to the United States as required by this Section. (c) Within forty-five (45) days subsequent to the end of each fifth Bond Year and the retirement of the last Bond of each issue, the Company shall become knowledgeable of the rebate requirements and shall calculate, or shall engage a Rebate Expert to calculate, the Rebate Amount in respect of the Bonds under Section 148(f) of the Code. The Rebate Expert must be experienced in calculations of Rebate Amount and must be acceptable to the Issuer. Notwithstanding the foregoing, the Company shall not be required to calculate, or to engage a Rebate Expert to calculate, the Rebate Amount if it establishes that all of the Gross Proceeds (as defined in Treasury Regulations Section 1.148-1(b)) of the Bonds are exempt from arbitrage rebate by virtue of expenditure of proceeds within a spending exception, in accordance with the meaning provisions of Treasury Regulations Sections 1.148-7. In the event only a portion of the Gross Proceeds of the Bonds are exempt from arbitrage rebate by virtue of any one of such exceptions, the Company shall be required to, or to engage a Rebate Expert to, calculate the Rebate Amount or otherwise provide an opinion to the effect that no rebate payment is owed. (d) Within forty-five (45) days after each fifth Bond Year and the retirement of the last Bond of each issue, the Company shall give the Trustee a written summary of a calculation, prepared by the Company or the Rebate Expert, of the Rebate Amount as of the end of the fifth Bond Year or as of the date of such retirement, together with funds, or instructions to transfer funds, sufficient to increase the amount in the Rebate Fund to the Rebate Amount. (e) At least fifteen (15) days prior to the due date of any payment, the Company shall give the Trustee written instructions as to the amount, date, and manner of payments which the Trustee is to make from the Rebate Fund to the Federal government to comply with the requirements of Section 148(f) of the Code, including payments of installments of at least 90% of the Rebate Amount within sixty (60) days after the end of each fifth Bond Year, payment of all the Rebate Amount within sixty (60) days after retirement of the last Bond of each issue, and payment of unspent proceeds penalties by the dates falling ninety (90) days after each six month period. The Company shall give the Issuer a copy of the instructions. (f) The amounts in the Rebate Fund shall be applied at the times and in the amounts required under the Code solely for the purpose of paying the United States of America in accordance with Section 148(f) of the Code. (g) With respect to the Bonds, the Company covenants and agrees that it will comply with the requirements of the Code relating to arbitrage rebate, unspent proceeds penalty and proceeds investment restrictions in respect of the Bonds. It further agrees to pay to the Trustee any interest or penalties which are payable by reason of the failure of the Company timely to perform its obligations with respect to the computation and payment of Rebate Amount or the unspent proceeds penalty. (h) The Issuer shall have the right at any time and in its sole and absolute discretion to obtain from the Company and the Trustee the information necessary to determine the amount to be paid to the United States. Additionally, the Issuer may, with prior written notice to the Company, (i) review or cause to be reviewed any determination of the amount to be paid to the United States made by or on behalf of the Company and (ii) make or retain a Rebate Expert to make the determination of the amount to be paid to the United States. The Company hereby agrees to be bound by any such review or determination, to pay the costs of such review, including without limitation the reasonable fees and expenses of counsel or a Rebate Expert retained by the Issuer, and to pay to the Trustee any additional amounts for deposit in the Rebate Fund required as the result of any such review or determination. (i) Notwithstanding any provision of this Section 6.10 or the Indenture to the contrary, the Company shall be liable, and shall indemnify and hold the Issuer and the Trustee harmless against any liability, for payments due to the United States pursuant to Section 148(f) of the Code. Further, the Company specifically agrees that (i) the Issuer shall not be held liable, or in any way responsible, and the Company shall indemnify and hold harmless the Issuer against any liability, for any mistake or error in the filing of the payment or the determination of the amount due to the United States or for any consequences resulting from any such mistake or error and (ii) the Trustee shall not be held liable, or in any way responsible, and the Company shall indemnify and hold harmless the Trustee against any liability, for any mistake or error by the Company in the filing of the payment or the determination of the amount due to the United States or for any consequences resulting from any such mistake or error by the Company. The provisions of this paragraph (i) shall survive termination of this Agreement. This paragraph (i) shall not constitute a waiver by the Company of any rights which it may have against any party other than the Issuer and the Trustee for any liability referred to in this paragraph (i). (j) The Company will adopt and implement written tax compliance procedures to assure compliance with its Tax Covenants sufficient (i) to monitor the requirements of Section 148 of the Code. ; and (ii) to ensure that all nonqualified bonds are remediated in accordance with requirements of the Code and the regulations thereunder. (k) The covenants Company shall follow its tax procedures adopted pursuant to Section 6.10(j) hereof in order to satisfy its Tax Covenants. (l) The Company shall notify the Issuer and the Trustee of a Determination of Taxability by reason of an Event Notice as soon as practicable after the determination that a violation of a Tax Covenant has occurred. (m) If pursuant to the Company’s procedures the Company determines that it must take remedial action to cure a violation of a Tax Covenant, it will promptly notify the Issuer as to the action to be taken. (n) In the event the Issuer becomes aware of a possible violation of a Tax Covenant, the Issuer shall have the right, upon notice to the Company, to conduct its own investigation, and at the sole cost of expense of the Company, to retain Bond Counsel to determine any and all actions required to remediate such violation. (o) The Issuer, the Trustee and the Company recognize that the provisions of this Section 6.10 are intended to comply with Section 148(f) of the Code and the regulations thereunder and if as a result of a change in such Section of the Code or the regulations thereunder or in the interpretation thereof, a change in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It 6.10 shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant permitted or necessary to any provision assure continued compliance with Section 148(f) of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material regulations thereunder, then with written notice to the reasonable expectations of Trustee, the Lessor Issuer and the Lessee as of the date the Bonds are issued and Company shall be empowered to enter into covenants on behalf of the Lessor so amend this Section 6.10 and the Lessee evidencing Issuer may require, by written notice to the Lessor’s Company and the Lessee’s commitments made herein. In particularTrustee, all or any members or officers of the Lessor Company to so amend this Section 6.10, and the Lessee are authorized Company hereby agrees to certify consent to, comply with and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made be bound by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed such amendment to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.this Section

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree (a) The Authority covenants that neither the Lessor nor the Lessee it will not take any action action, or fail to take any action, if any such action with respect or failure to the Bonds, this Lease or the Leased Premises that will result in the loss of take action would adversely affect the exclusion from gross income for federal tax purposes of the interest on the Bonds under Section 103 of the Code, nor . The Authority will they act in not directly or indirectly use or permit the use of any proceeds of the Bonds or any other manner which will adversely affect such exclusion; and it will not make funds of the Authority, or take or omit to take any investment or do any other act or thing during the period action that the Bonds are outstanding which will would cause any of the Bonds to be “"arbitrage bonds” " within the meaning of Section 148(a) of the Code to the extent applicable to the Bonds. To that end, the Authority will comply with all requirements of Section 148 of the CodeCode to the extent applicable to the Bonds. The covenants in In the event that at any time the Authority is of the opinion that for purposes of this Section are based solely on current law in effect and in existence 5.8 it is necessary to restrict or limit the yield on the date investment of issuance any moneys held by the Trustee under this Indenture, the Authority shall so instruct the Trustee in writing, and the Trustee shall take action in accordance with such instructions. (b) Without limiting the generality of the foregoing, the Authority agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Bonds from time to time. This covenant shall survive payment in full or defeasance of the Bonds. It The Authority specifically covenants to pay or cause to be paid to the United States at the times and in the amounts determined under Section 4.8 hereof the Rebate Requirements, as described in the Tax Certificate. The Trustee agrees to comply with all instructions of the Authority. (c) The Authority shall at all times do and perform all acts and things permitted by law and this Indenture which are necessary or desirable in order to assure that interest paid on the Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. (d) Any other obligation issued by the Authority either to make improvements to the Project or to refund the Bonds will be discharged no later than the latest maturity date of the original obligations, regardless of whether the original obligations are callable at an event earlier date. (e) The Authority will not use or permit the use of default under this Lease if the Project by any person in such manner or to such extent as would result in loss of the exclusion from gross income of interest on any of the Bonds under Section 103 of the Code. (f) Notwithstanding any provision of this Section 5.8 or Section 4.8 or Article XII hereof, if the Authority shall provide the Trustee an opinion of Bond Counsel to the effect that any action required under this Section 5.8 or Section 4.8 or Article XII hereof is not excludable no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the Bonds pursuant to any provision Section 103 of the Code which is not in existence and in effect on Code, the issue date of the Bonds. All officers, members, employees and agents of the Lessor Authority and the Lessee are authorized to provide certifications of facts and estimates that are material to Trustee may rely conclusively on such opinion in complying with the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, and the foregoing covenants and authorizations hereunder shall be deemed to be modified to that extent. (g) The Authority will execute no management contract, lease or similar agreement with respect to the “Tax Sections”) which are designed to preserve Project unless, in the opinion of Bond Counsel, such agreement shall not adversely affect the exclusion from gross income of interest on the Bonds from gross income under for federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemptionpurposes.

Tax Covenants. In order to preserve Neither the exclusion Issuer nor the Company will directly or indirectly use or permit the use of interest on any proceeds of the Bonds from gross income for federal income tax purposes and as an inducement to purchasers or any other funds of the BondsIssuer or the Company, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will or take any action or fail omit to take any action with respect that would cause the Bonds to be "arbitrage bonds" within the Bonds, this Lease meaning of Section 148 (a) of the Code or the Leased Premises that will result in the loss of the exclusion from gross income for federal income tax purposes of the interest paid on the Bonds to the extent afforded under Section 103 of the 1954 Code. To that end, nor the Issuer and the Company will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any also comply with all requirements of the Bonds Code and the 1954 Code to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of extent applicable to the Bonds. It In the event that at any time the Issuer or the Company is of the opinion that for purposes of this Section 6.02 it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under this Indenture, the Issuer or the Company shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. The Company, the Issuer and the Trustee covenant to comply with the provisions of the Rebate Agreement as the Rebate Agreement may be amended or supplemented in accordance with its terms, and in compliance therewith, the Issuer hereby agrees to establish with the Trustee a Rebate Fund under the Rebate Agreement, which shall not be an event of default a trust fund under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officersIndenture, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications terms of facts and estimates provisions governing which shall be set forth in the Rebate Agreement; provided that are material said compliance shall not be required if the Issuer or the Company delivers to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives Trustee an opinion of nationally recognized bond counsel to the effect that any Tax Section compliance is unnecessary not required to preserve the Tax Exemptionexclusion from gross income for federal income tax purposes of interest paid on the Bonds. In the event of any conflict between the provisions of the Rebate Agreement and the provisions of this Indenture, the provisions of the Rebate Agreement shall govern. The covenants of this Section 6.02 shall survive payment in full or defeasance of the Bonds. The obligations imposed upon the Company by this Section have been acknowledged and accepted by the Company in Section 4.10 of the Agreement.

Tax Covenants. (a) It is the intention of the Corporation that interest on the Series 2018A Series 2018A Bonds shall be and remain excluded from the gross income of the owners thereof for federal income tax purposes, and to that end the covenants and agreements of the Corporation in this Section and in the Tax Certificate are for the benefit of the Trustee on behalf of and for each and every owner of the Series 2018A Bonds. (b) The Corporation covenants and agrees that it will not use or permit the use of any of the funds provided by the Authority hereunder or any other funds of the Corporation, directly or indirectly, or direct the Trustee to invest any funds held by it hereunder or under the Indenture, in such manner as would, or enter into, or allow any “related person” (as defined in Section 147(a)(2) of the Code) to enter into, any arrangement, formal or informal, that would, or take or omit to take any other action that would cause any Series 2018A Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code and applicable regulations promulgated from time to time thereunder. (c) In the event that at any time the Corporation is of the opinion or becomes otherwise aware, including from the County, that for purposes of this Section or Section 6.09 of the Indenture it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under the Indenture, the Corporation shall determine the limitations and so instruct the Trustee in writing and cause the Trustee to comply with those limitations under the Indenture. The Corporation will take such action or actions as may be reasonably necessary in the opinion of Bond Counsel, or of which it otherwise becomes aware, to comply fully with Section 148 of the Code. (d) The Corporation shall not, pursuant to an arrangement, formal or informal, purchase Series 2018A Bonds in an amount related to the amount of the Loan, except as otherwise permitted under the Indenture. (e) In order to preserve maintain the exclusion of interest on the Series 2018A Bonds from the gross income of the owners thereof for federal income tax purposes and as an inducement to purchasers assure compliance with the laws of the State, the Corporation hereby agrees that it shall, concurrently with or before the execution and delivery of the Series 2018A Bonds, execute and deliver the Lessee Tax Certificate, and shall comply with every term of the Lessor representTax Certificate. The Corporation covenants with the Authority, covenant for the benefit of the owners of the Series 2018A Bonds from time to time outstanding, that so long as any Series 2018A Bonds remain Outstanding, moneys on deposit in any fund, or account in connection with the Series 2018A Bonds, whether or not such moneys were derived from the proceeds of the sale of the Series 2018A Bonds or from any other sources, and agree that neither the Lessor nor the Lessee will take any action moneys pledged directly or fail to take any action with respect indirectly to the payment or for the securing of the Series 2018A Bonds, this Lease will not be used by or for the Leased Premises Corporation in a manner that will result in cause the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Series 2018A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants Corporation expressly recognizes that, to the extent required by Section 148 of the Code, “proceeds” of the Series 2018A Bonds (including investment proceeds and “replacement” proceeds) may be required to be invested at a yield not exceeding the yield on the Series 2018A Bonds in order to comply with this Section. In furtherance of the covenant in this Section are based solely on current law in effect and in existence on Section, the date of issuance of Corporation agrees that it will not direct any investments or reinvestments that would contravene either the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments investment representations made by the Lessor Authority in the Tax Certificate or any investment directions provided by the Authority and deemed reasonably necessary in the Lessee herein regarding the amount and use opinion of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed Bond Counsel to preserve the exclusion from gross income of interest on the Series 2018A Bonds from gross income under for federal income tax law purposes. (f) In the “Tax Exemption”) need not be complied with if event of any conflict between the Lessee receives an opinion terms of nationally recognized bond counsel that any Tax Section is unnecessary to preserve this Loan Agreement and the requirements of the Tax ExemptionCertificate, the Tax Certificate shall control.

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officersOfficers, membersMembers, employees Employees and agents Agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members Members or officers Officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. In order to preserve (a) The District covenants and agrees that until the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers final Maturity of the Bonds, it will not knowingly use or direct the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take use of any action money on deposit in any fund or fail to take any action account maintained in connection with respect to the Bonds, this Lease whether or not such money was derived from the Leased Premises that will result in the loss proceeds of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any sale of the Bonds or from any other source, in a manner that would cause the Bonds of any issue to be “arbitrage bonds” , within the meaning of Section 148 of the Code. In the event the District, upon the advice of Bond Counsel, determines that it is necessary to restrict or limit the yield on the investment of money held by the Trustee pursuant to this Indenture, or to use such money in any certain manner to avoid the Bonds being considered arbitrage bonds, the District shall deliver to the Trustee an Order containing appropriate instructions, in which event the Trustee shall take such action as is necessary to restrict or limit the yield on such investment or to use such money in accordance with such Order. (b) The covenants District shall not knowingly use or direct the use of any proceeds of the Bonds or any other funds of the District, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Bonds being treated other than as an obligation described in Section 103(a) of the Code. (c) The District will not knowingly take any action or omit to take any action, which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, and in the event of such action or omission will promptly, upon receiving knowledge thereof, take all lawful actions, based on advice of Bond Counsel and at the expense of the Company, as may rescind or otherwise negate such action or omission. (d) The District will not knowingly take any action which would result in all or any portion of the Bonds being treated as federally guaranteed within the meaning of Section 149(b)(2) of the Code. (e) For purposes of this Section are 5.07, the District’s compliance shall be based solely on current law in effect acts or omissions by the District and in existence on no acts or omissions of, or directed by, the date of issuance of Company, the Bonds. It Trustee or any other Persons shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant attributed to any provision of the Code which is not in existence and in effect on the issue date of the BondsDistrict. All officers, members, employees and agents of the Lessor and the Lessee District are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee District as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds delivery of the Bonds. Notwithstanding any other provisions hereofIn complying with the foregoing covenants, the foregoing covenants and authorizations (District may rely from time to time upon an opinion of Bond Counsel to the “Tax Sections”) which are designed to preserve effect that any action by the exclusion District or reliance upon any interpretation of the Code or the Regulations contained in such opinion will not cause interest on the Bonds from to be includable in gross income under for federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemptionpurposes under existing law.

Tax Covenants. In order to preserve (a) It is the exclusion intention of the parties hereto that the interest on portion of the Bonds Loan Payments received by Lender under any Schedule be and remain excludable from gross income for federal income tax purposes and as an inducement to purchasers of the Bondspurposes. (b) The Borrower covenants that it will not perform any act, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take perform any action with respect act to the Bonds, this Lease or extent the Leased Premises that will result in the loss performance of the act, or failure to perform the act, as the case may be, shall have the effect of terminating the exclusion of the interest portion of the Loan Payments from gross income for federal income tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in purposes. Notwithstanding any other manner which provision of this Master Financing Agreement, the covenant contained in this subsection (b) shall survive the termination of this Master Financing Agreement. (c) The Borrower covenants that it will adversely affect such exclusion; pay any arbitrage rebate due to the United States of America in connection with this Master Financing Agreement and any Schedule hereto, and that it will not make perform any investment or do any other act or thing during enter into any agreement or use or permit the period that the Bonds are outstanding which will cause any use of the Bonds to be “arbitrage bonds” within Equipment or any portion thereof in a manner that shall have the meaning effect of Section 148 terminating such exclusion of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance interest component of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable Loan Payments received by the Lender from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officersfor federal income tax purposes, membersincluding, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particularwithout limitation, leasing or transferring all or any members or officers portion of the Lessor and Equipment or contracting with a third party for the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations use or operation of all or any portion of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the BondsEquipment if entering into such lease, transfer or contract would have such effect. Notwithstanding any other provisions hereofof this Master Financing Agreement, the foregoing covenant contained in this subsection (c) shall survive the termination of this Master Financing Agreement. (d) It is the intention of the parties hereto that during the term of this Master Financing Agreement, Borrower shall be the sole beneficial and legal owner of the Equipment, and will report on such basis for financial accounting, federal income tax, and all other purposes. Lender shall not take any action inconsistent with Borrower’s ownership of the Equipment for federal income tax purposes except pursuant to the exercise of remedies under Article XIII. (e) The Borrower represents that the weighted average maturity (defined in accordance with the Code) of any Schedule will not exceed one hundred twenty percent (120%) of the weighted average reasonably expected economic life in the hands of the Borrower of the Equipment financed by Loan Proceeds derived from such Schedule. (f) The Borrower covenants that it will not execute any Schedule in violation of Code Section 145(b); nor will the Borrower take, or permit to be taken, any action that would cause a previously executed Schedule to violate Code Section 145(b). (g) The Borrower covenants that it will not use the proceeds of any Schedule to reimburse expenditures previously paid by Xxxxxxxx, except in compliance with the requirements of Treas. Reg. Sections 1.150-2. (h) The Borrower covenants that it will not use the proceeds of any Schedule to provide an airplane, skybox or other private luxury box, a facility primarily used for gambling, a store the principal business of which is the sale of alcoholic beverages for consumption off premises or to provide residential rental facilities. (i) The Borrower covenants that it will not lease the Equipment or license its use to another person. The Borrower covenants that it will not enter into a contract with another person for the management or operation of any Equipment that would not constitute a qualified management contract within the meaning of the Code. (j) The Borrower covenants that it will enter into no tax-exempt financing or tax-exempt financing lease and authorizations further covenants that no tax-exempt bonds of which it is the beneficiary will be sold (issued in the “Tax Sections”case of variable rate bonds) within fifteen (15) days of the date of execution of a Schedule. If the interest component of Loan Payments for a Schedule is a variable rate, the Borrower covenants that no other tax-exempt financing of which are designed it is the beneficiary will be sold or delivered within fifteen (15) days of the commencement of the term of any Schedule. (k) If at any time there is a change in the law or a determination by a federal or state tax authority, the effect of which would be to preserve cause the exclusion interest portion of interest on the Bonds Loan Payments no longer to be excludable from gross income under federal the Code, the Borrower shall, at its sole discretion, either pay the Prepayment Amount, as defined in and determined pursuant to the provisions of this Agreement (plus the accrued and unpaid interest portion of such Loan Payments, if any) within thirty (30) days of notice from the Lender, or begin paying Gross-Up Payments to the Lender as additional amounts under the Agreement. In addition, regardless of which alternative is chosen by Xxxxxxxx, the Borrower shall make a payment to the Lender on such termination date, or on the date of the first Loan Payment after such notice, as the case may be, sufficient to indemnify the Lender on an After-Tax Basis for any Federal, State or local income tax law (taxes imposed as a result of such determination on any Loan Payments which may already have been received by or become payable to Lender prior to such termination date or date of the “Tax Exemption”) need not be complied first Loan Payment after such notice, as the case may be. The above representations, warranties and covenants and those contained in Section 2.4 below and in each Arbitrage Certificate of Xxxxxxxx delivered in connection with if a Schedule, which are relied upon by counsel to the Lessee receives an Borrower in rendering the opinion attached hereto or accompanying such Schedule, are based upon the personal knowledge and belief of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemptionundersigned Authorized Officer executing this Financing Agreement on behalf of the Borrower, or are rendered by such Authorized Officer after consultation with and verification by another Authorized Officer, or other officer or employee or counsel, who have actual knowledge of such facts and circumstances, or sufficient understanding of the scope of the investigation and analysis required by the pertinent sections of the Code and Treasury Regulations, contained in such representations, warranties and covenants.

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither none of the Lessor nor Lessor, the Lessee or the City will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officersOfficers, membersMembers, employees Employees and agents Agents of the Lessor Lessor, the Lessee, and the Lessee City are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor Lessor, the Lessee, and the Lessee City as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor Lessor, the Lessee, and the Lessee City evidencing the Lessor’s ’s, the Lessee’s, and the LesseeCity’s commitments made set forth herein. In particular, all or any members Members or officers Officers of the Lessor Lessor, the Lessee, and the Lessee City are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor Lessor, the Lessee, and the Lessee City on the date the Bonds are issued and the commitments made by set forth herein with respect to the Lessor Lessor, the Lessee, and the Lessee herein City regarding the amount and use of the proceeds of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption.

Tax Covenants. In order to preserve (a) The IDB and the exclusion Company mutually covenant for the benefit of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the BondsTax-Exempt Indenture Securities that the Company will not, and the IDB will not knowingly, use the proceeds of the Tax-Exempt Indenture Securities, the Lessee earnings thereon and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action other monies on deposit in any fund or fail to take any action with account maintained in respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion Tax- Exempt Indenture Securities (whether such monies were derived from gross income for federal tax purposes of interest on the Bonds under Section 103 proceeds of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any sale of the Bonds Tax-Exempt Indenture Securities or from other sources) in a manner that would cause the Tax-Exempt Indenture Securities to be “"arbitrage bonds” " within the meaning of Section 148 of the Code. . (b) The covenants Company will not take or permit to be taken any action, including the making of any changes in this Section are based solely on current law in effect and in existence on the date of issuance design, function, fuel mix or feedstock of the Bonds. It shall not be an event Tax-Exempt Project, that would have the effect, directly or indirectly, of default under this Lease if subjecting interest on any Bonds is not excludable from gross income pursuant to any provision of the Tax-Exempt Indenture Securities (excluding Tax-Exempt Indenture Securities held by a "substantial user" of the Tax-Exempt Project or a "related person" within the meaning of Section 147(a) of the Code and Tax-Exempt Indenture Securities in respect of which no opinion of Bond Counsel was delivered at the time of original issuance to the effect that interest thereon is exempt from Federal income taxation) to Federal income taxation. (c) The Company shall at all times do and perform all acts and things necessary in order to assure that interest paid on the Tax-Exempt Indenture Securities (excluding any Tax-Exempt Indenture Securities in respect of which no opinion of Bond Counsel was delivered at the time of original issuance to the effect that interest thereon is exempt from Federal income taxation) shall be excludable from the gross income of the recipients thereof for purposes of Federal income taxation. (d) In the event the IDB shall have been contacted by the Internal Revenue Service regarding the tax-exempt status of any of the Tax-Exempt Indenture Securities (excluding any Tax-Exempt Indenture Securities in respect of which no opinion of Bond Counsel was delivered at the time of original issuance to the effect that interest thereon is exempt from Federal income taxation), the IDB shall promptly notify the Company thereof. If the Internal Revenue Service shall call into question the tax-exempt status of such Tax- Exempt Indenture Securities, by commencing an audit or otherwise, the IDB hereby authorizes the Company to select tax counsel, which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material reasonably satisfactory to the reasonable expectations of IDB, to represent the Lessor and the Lessee as of the date the Bonds are issued and IDB in connection with such matter. The IDB hereby further agrees to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify take such lawful action and enter into covenants regarding any closing or settlement agreement as may be advised by tax counsel and requested by the facts Company. All costs and circumstances and reasonable expectations expenses of the Lessor and the Lessee on the date the Bonds IDB or that are issued and the commitments made otherwise incurred by the Lessor and IDB in connection with any such proceeding shall be borne by the Lessee herein regarding the amount and use of the proceeds of the BondsCompany. Notwithstanding As a condition to taking any other provisions hereofaction hereunder, the foregoing covenants IDB may demand that the Company provide adequate assurance that such costs and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not expenses will be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemptionpromptly paid or reimbursed.

Tax Covenants. In order to preserve (a) It is the exclusion intention of the parties hereto that the interest on portion of the Bonds Lease Payments received by Lessor under any Schedule be and remain excludable from gross income for federal income tax purposes and as an inducement to purchasers of the Bondspurposes. (b) The Lessee covenants that it will not perform any act, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take perform any action with respect act to the Bonds, this Lease or extent the Leased Premises that will result in the loss performance of the act, or failure to perform the act, as the case may be, shall have the effect of terminating the exclusion of the interest portion of the Lease Payments from gross income for federal income tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in purposes. Notwithstanding any other manner which provision of this Master Lease Agreement, the covenant contained in this subsection (b) shall survive the termination of this Master Lease Agreement. (c) The Lessee covenants that it will adversely affect such exclusion; pay any arbitrage rebate due to the United States of America in connection with this Master Lease Agreement and any Schedule hereto, and that it will not make perform any investment or do any other act or thing during enter into any agreement or use or permit the period that the Bonds are outstanding which will cause any use of the Bonds to be “arbitrage bonds” within Equipment or any portion thereof in a manner that shall have the meaning effect of Section 148 terminating such exclusion of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance interest component of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable Payments received by the Lessor from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officersfor federal income tax purposes, membersincluding, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor’s and the Lessee’s commitments made herein. In particularwithout limitation, leasing or transferring all or any members or officers portion of the Lessor and Equipment or contracting with a third party for the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations use or operation of all or any portion of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the BondsEquipment if entering into such lease, transfer or contract would have such effect. Notwithstanding any other provisions hereofof this Master Lease Agreement, the foregoing covenant contained in this subsection (c) shall survive the termination of this Master Lease Agreement. (d) It is the intention of the parties hereto that during the term of this Master Lease Agreement, Lessee shall be the sole beneficial owner of the Equipment, and will report on such basis for financial accounting, federal income tax, and all other purposes. Lessor shall not take any action inconsistent with Xxxxxx’s ownership of the Equipment for federal income tax purposes except pursuant to the exercise of remedies under Article XIII. (e) The Lessee represents that the weighted average maturity (defined in accordance with the Code) of any Schedule will not exceed one hundred twenty percent (120%) of the weighted average reasonably expected economic life in the hands of the Lessee of the Equipment financed by Lease Proceeds derived from such Schedule. (f) The Lessee covenants that it will not execute any Schedule in violation of Code Section 145(b); nor will the Lessee take, or permit to be taken, any action that would cause a previously executed Schedule to violate Code Section 145(b). (g) The Lessee covenants that it will not use the proceeds of any Schedule to reimburse expenditures previously paid by Xxxxxx, except in compliance with the requirements of Treas. Reg. Sections 1.150-2. (h) The Lessee covenants that it will not use the proceeds of any Schedule to provide an airplane, skybox or other private luxury box, a facility primarily used for gambling, a store the principal business of which is the sale of alcoholic beverages for consumption off premises or to provide residential rental facilities. (i) The Lessee covenants that it will not lease the Equipment or license its use to another person. The Lessee covenants that it will not enter into a contract with another person for the management or operation of any Equipment that would not constitute a qualified management contract within the meaning of the Code. (j) The Lessee covenants that it will enter into no tax-exempt financing or tax-exempt financing lease and authorizations further covenants that no tax-exempt bonds of which it is the beneficiary will be sold (issued in the “Tax Sections”case of variable rate bonds) within fifteen (15) days of the date of execution of a Schedule. If the interest component of Lease Payments for a Schedule is a variable rate, the Lessee covenants that no other tax-exempt financing of which are designed it is the beneficiary will be sold or delivered within fifteen (15) days of the commencement of the term of any Schedule.‌ (k) If at any time there is a change in the law or a determination by a federal or state tax authority, the effect of which would be to preserve cause the exclusion interest portion of interest on the Bonds Lease Payments no longer to be excludable from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if Code, the Lessee receives shall, at its sole discretion, either pay the Prepayment Amount, as defined in and determined pursuant to the provisions of this Agreement (plus the accrued and unpaid interest portion of such Lease Payments, if any) within thirty (30) days of notice from the Lessor, or begin paying Gross-Up Lease Payments to the Lessor as additional amounts under the Agreement. In addition, regardless of which alternative is chosen by Lessee, the Lessee shall make a payment to the Lessor on such termination date, or on the date of the first Lease Payment after such notice, as the case may be, sufficient to indemnify the Lessor on an After-Tax Basis for any Federal, State or local income taxes imposed as a result of such determination on any Lease Payments which may already have been received by or become payable to Lessor prior to such termination date or date of the first Lease Payment after such notice, as the case may be. The above representations, warranties and covenants and those contained in Section 2.4 below and in each Arbitrage Certificate of Xxxxxx delivered in connection with a Schedule, which are relied upon by counsel to the Lessee in rendering the opinion attached hereto or accompanying such Schedule, are based upon the personal knowledge and belief of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemptionundersigned Authorized Officer executing this Financing Agreement on behalf of the Lessee, or are rendered by such Authorized Officer after consultation with and verification by another Authorized Officer, or other officer or employee or counsel, who have actual knowledge of such facts and circumstances, or sufficient understanding of the scope of the investigation and analysis required by the pertinent sections of the Code and Treasury Regulations, contained in such representations, warranties and covenants.