Common use of Tax-Exempt Status of Bonds Clause in Contracts

Tax-Exempt Status of Bonds. It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any action which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no actions will be taken or not taken, as to cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation of interest paid on the Bonds, the Issuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the Company's expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Issuer may determine to hire its own counsel and other advisors in connection with an examination of the Bonds by the Internal Revenue Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. 4840-3734-7631.3

Tax-Exempt Status of Bonds. It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Company covenants and agrees that it has not taken or omitted to take any action, or permitted to be taken the taking or omission of any action within its control, and will not take or omit to take any action, or permit to be taken the taking or omission of any action which results within its control, the taking or omission of which, in any case, resulted or would result in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no actions will be taken or not taken, as to cause the Bonds to be treated as "“arbitrage bonds" ” within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the each Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds is not includable in the excludable from gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation of interest paid on the Bonds, the Issuer is likely to be treated as the "“taxpayer" ” in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the Company's ’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Issuer may determine to hire its own counsel and other advisors in connection with an examination of the Bonds by the Internal Revenue Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. 48404847-37345363-7631.38470.4

Tax-Exempt Status of Bonds. It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Company covenants and agrees that it has not taken or omitted to take any action, or permitted to be taken the taking or omission of any action within its control, and will not take or omit to take any action, or permit to be taken the taking or omission of any action which results within its control, the taking or omission of which, in any case, resulted or would result in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no actions will be taken or not taken, as to cause the Bonds to be treated as "“arbitrage bonds" ” within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds is not includable in the excludable from gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation of interest paid on the Bonds, the Issuer is likely to be treated as the "“taxpayer" ” in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action 4819-0944-7237.6 to cooperate with the Company, at the Company's ’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Issuer may determine to hire its own counsel and other advisors in connection with an examination of the Bonds by the Internal Revenue Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. 4840-3734-7631.3.

Tax-Exempt Status of Bonds. It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any action which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the 1954 Code, as applicable). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no 4846-1784-3503.10 actions will be taken or not taken, as to cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation of interest paid on the Bonds, the Issuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the Company's expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Issuer may determine to hire its own counsel and other advisors in connection with an examination of the Bonds by the Internal Revenue Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. 4840-3734-7631.3For purposes of the immediately preceding paragraph, the Company will be deemed to have taken or permitted or omitted to take any action which is taken or permitted or omitted by Truckee Xxxxxxx Water Authority, the owner of the Water Facilities, or any subsequent owner or operator of the Water Facilities or portion thereof. The Company has received a certificate in connection with the issuance of the Bonds from Truckee Xxxxxxx Water Authority with respect to the Water Facilities. This certificate is attached to the Project Certificate.

Tax-Exempt Status of Bonds. It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any action which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13147(a) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds 0000-0000-0000.5 which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no actions will be taken or not taken, as to cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's ’s Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation of interest paid on the Bonds, the Issuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the Company's ’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Issuer may determine to hire its own counsel and other advisors in connection with an examination of the Bonds by the Internal Revenue Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. 4840-3734-7631.3For purposes of the immediately preceding paragraph, the Company will be deemed to have taken or permitted or omitted to take any action which is taken or permitted or omitted by Truckee Xxxxxxx Water Authority, the owner of the Water Facilities, or any subsequent owner or operator of the Water Facilities or portion thereof. The Company has received a certificate dated the Issue Date from Truckee Xxxxxxx Water Authority with respect to the Water Facilities. This certificate is attached to the Project Certificate.