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

Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes. To that end, the covenants and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 - (b) The City covenants and agrees that it has not taken and will not take any action which results in interest to be paid on the Bonds being included in gross income of the holders of the Bonds for federal income tax purposes, and the Borrower 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 will cause the interest on the Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the City to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by reference. (c) Notwithstanding any provision of this Section 5.6 or Section 6.06 of the Indenture, if the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extent.

Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes. To that end, the covenants and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -of the foregoing, the Borrower and the City agree 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. The Borrower specifically covenants to pay or cause to be paid for and on behalf of the City to the United States at the times and in the amounts determined under Section 6.06 of the Indenture the Rebate Requirement as described in the Tax Certificate. The City shall not be liable to make any such payment except from funds provided by the Borrower for such purpose. (b) The City covenants and agrees that it has not taken and will not take any action which results in interest to be paid on the Bonds being included in gross income of the holders of the Bonds for federal income tax purposes, and the Borrower 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 will cause the interest on the Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a103(b)(13) of the 1954 Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the City to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by reference. (c) Notwithstanding any provision of this Section 5.6 or Section 6.06 of the Indenture, if the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extent.

Tax-Exempt Status of Bonds. (a) It is The Corporation and the intention District each hereby covenants, represents and agrees that (i) the Corporation and the District will not take or permit any action to be taken that would adversely affect the exclusion from gross income tax for federal income tax purposes of the parties hereto that interest on the Series 1996 Bonds and, if it should take or permit any such action, the Corporation and the District shall take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof; and (ii) the Corporation and the District will take such action or actions, including amending this Operating Agreement, as may be and remain reasonably necessary in the opinion of bond counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations the interest on which is excluded from gross income for federal income tax purposes. To that end, the covenants purposes and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -to comply with applicable law. (b) The City District hereby covenants and agrees that it has not taken represents to the Corporation, and, based upon said covenant and will not take any action which results in interest to be paid on representation, the Bonds being included in gross income Corporation and the District jointly and severally covenant for the benefit of the all purchasers and holders of the Series 1996 Bonds for federal income tax purposesfrom time to time outstanding that, as long as any of the Series 1996 Bonds remain outstanding, moneys on deposit in any fund or account in connection with the Series 1996 Bonds, whether such moneys were derived from the proceeds of the sale of the Series 1996 Bonds or from any other sources, and whether held by the Borrower covenants and agrees that it has not taken Trustee pursuant to the Indenture or permitted by any other person pursuant to be taken and any other arrangement, will not take or permit to be taken any action used in a manner which will cause the interest on the Series 1996 Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a be "substantial user" of the Project or a "related personarbitrage bonds" within the meaning of Section 148(a) of the Code and any regulations promulgated or proposed thereunder, and the District and the Corporation further covenant to comply with the requirements of said Section 148 of the Code and any regulations promulgated or proposed thereunder. (c) The Corporation and the District covenant that neither of them will enter into any agreement which would result in the payment of principal or interest on the Series 1996 Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) The Corporation and the District hereby covenant that neither the District, the Corporation nor any "related person" (as defined in Section 147(a) of the Code; and provided further that none ) has acquired, pursuant to any arrangement, formal or informal, any of the covenants Bonds, and agreements herein contained further covenant that the District, the Corporation and any such "related person" shall require either not acquire, pursuant to any arrangement, formal or informal, any of the Borrower or Series 1996 Bonds, provided however, that Series 1996 Bonds may be purchased by a "related person" so long as such purchase complies with the City Code. (e) The Corporation and the District hereby covenant and agree to enter comply with the requirements specified in IRS Revenue Procedure 82-26. Specifically, the Corporation and the District warrant, represent and covenant that: (i) The Corporation is a Colorado not-for-profit corporation which is an appearance or intervene instrumentality of the District as defined in any administrativeSection 3.041(a) of Revenue Procedure 82-26 and Revenue Xxxxxx 00-000, legislative or judicial proceeding in connection with any changes in applicable lawsxxxx of whose income will inure to a private person. (ii) Upon retirement of the Series 1996 Bonds, rules or regulations or in connection with any decisions the District will acquire unencumbered fee title to the Project pursuant to a resolution of any court or administrative agency or other governmental body affecting the taxation District adopted prior to the date of interest this Agreement approving such acquisition. (iii) All proceeds of the Series 1996 Bonds (excluding costs of issuance) and income from the investment thereof will be applied solely to the costs of acquiring the Property, constructing improvements for Recreational Facilities on the Property, and paying any interest accruing on the Series 1996 Bonds during the period that the Property is being held unimproved prior to the development of Recreational Facilities thereon and during the period Recreational Facilities are being constructed thereon. All such proceeds are reasonably anticipated to be used for such purposes. Any such proceeds which remain after the Property has been acquired and construction of Recreational Facilities on the Property has been completed or abandoned will be used by the Trustee pursuant to the Indenture solely to redeem Series 1996 Bonds on the earliest date upon which they can be called without premium pursuant to the Indenture or otherwise applied to pay principal upon the Series 1996 Bonds. (iv) The District and the Related Districts have approved by resolutions adopted no more than one year prior to the date of the issuance of the Series 1996 Bonds the creation of the Corporation, the issuance of the Series 1996 Bonds, and the imposition of payments in lieu of taxes pursuant to the Development Agreement. (v) The Corporation, the District and the Related Districts will take all reasonable efforts and proceed diligently to secure all necessary approvals for construction and financing of the Recreational Facilities on the Property described in the Residential and Golf Course Market Analysis and Revenue Procedure prepared by THK Associates, Inc. for the Corporation dated February 12, 1996. All obligations incurred to finance such improvements or otherwise improve the Property will be discharged no later than the latest maturity date of the Series 1996 Bonds. The Borrower acknowledges having read Section 6.06 Corporation and the District will not consent to the extension of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 maturity of the Indenture and Series 1996 Bonds or any other financing regarding the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by referenceProject. (cvi) Notwithstanding any provision The proceeds of this Section 5.6 all casualty insurance regarding the Project will be used either to restore the Recreational Facilities or Section 6.06 of to retire the Indenture, if Series 1996 Bonds or other financing for the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extentRecreational Facilities.

Tax-Exempt Status of Bonds. (a) It is The Corporation and the intention District each hereby covenants, represents and agrees that (i) the Corporation and the District will not take or permit any action to be taken that would adversely affect the exclusion from gross income tax for federal income tax purposes of the parties hereto that interest on the Series 1996 Bonds and, if it should take or permit any such action, the Corporation and the District shall take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof; and (ii) the Corporation and the District will take such action or actions, including amending this Recreational Facilities Agreement, as may be and remain reasonably necessary in the opinion of bond counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations the interest on which is excluded from gross income for federal income tax purposes. To that end, the covenants purposes and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -to comply with applicable law. (b) The City District hereby covenants and agrees that it has not taken represents to the Corporation, and, based upon said covenant and will not take any action which results in interest to be paid on representation, the Bonds being included in gross income Corporation and the District jointly and severally covenant for the benefit of the all purchasers and holders of the Series 1996 Bonds for federal income tax purposesfrom time to time outstanding that, as long as any of the Series 1996 Bonds remain outstanding, moneys on deposit in any fund or account in connection with the Series 1996 Bonds, whether such moneys were derived from the proceeds of the sale of the Series 1996 Bonds or from any other sources, and whether held by the Borrower covenants and agrees that it has not taken Trustee pursuant to the Indenture or permitted by any other person pursuant to be taken and any other arrangement, will not take or permit to be taken any action used in a manner which will cause the interest on the Series 1996 Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a be "substantial user" of the Project or a "related personarbitrage bonds" within the meaning of Section 148(a) of the Code and any regulations promulgated or proposed thereunder, and the District and the Corporation further covenant to comply with the requirements of said Section 148 of the Code and any regulations promulgated or proposed thereunder. (c) The Corporation and the District covenant that neither of them will enter into any agreement which would result in the payment of principal or interest on the Series 1996 Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) The Corporation and the District hereby covenant that neither the District, the Corporation nor any "related person" (as defined in Section 147(a) of the Code; and provided further that none ) has acquired, pursuant to any arrangement, formal or informal, any of the covenants Bonds, and agreements herein contained further covenant that the District, the Corporation and any such "related person" shall require either not acquire, pursuant to any arrangement, formal or informal, any of the Borrower or Series 1996 Bonds, provided however, that Series 1996 Bonds may be purchased by a "related person" so long as such purchase complies with the City Code. (e) The Corporation, the District and the Related Districts hereby covenant and agree to enter comply with the requirements specified in IRS Revenue Procedure 82-26. Specifically, the Corporation, the District and the Related Districts warrant, represent and covenant that: (i) The Corporation is a Colorado not-for-profit corporation which is an appearance or intervene instrumentality of the District as defined in any administrativeSection 3.041 of Revenue Procedure 82-26 and Revenue Xxxxxx 00-000, legislative or judicial proceeding in connection with any changes in applicable lawsxxxx of whose income will inure to a private person. (ii) Upon retirement of the Series 1996 Bonds, rules or regulations or in connection with any decisions the District will acquire unencumbered fee title to the Project pursuant to a resolution of any court or administrative agency or other governmental body affecting the taxation District adopted prior to the date of interest this Agreement approving such acquisition. (iii) All proceeds of the Series 1996 Bonds (excluding costs of issuance) and income from the investment thereof will be applied solely to the costs of acquiring the Property, constructing improvements for Recreational Facilities on the Property, and paying any interest accruing on the Series 1996 Bonds during the period that the Property is being held unimproved prior to the development of Recreational Facilities thereon and during the period Recreational Facilities are being constructed thereon. All such proceeds are reasonably anticipated to be used for such purposes. Any such proceeds which remain after the Property has been acquired and construction of Recreational Facilities on the Property has been completed or abandoned will be used by the Trustee pursuant to the Indenture solely to redeem Series 1996 Bonds on the earliest date upon which they can be called without premium pursuant to the Indenture or otherwise applied to pay principal upon the Series 1996 Bonds. (iv) The District and the Related Districts have approved by resolutions adopted no more than one year prior to the date of the issuance of the Series 1996 Bonds the creation of the Corporation, the issuance of the Series 1996 Bonds, and the imposition of payments in lieu of taxes pursuant to the Development Agreement. (v) The Corporation, the District and the Related Districts will take all reasonable efforts and proceed diligently to secure all necessary approvals for construction and financing of the Recreational Facilities on the Property described in the Residential and Golf Course Market Analysis and Revenue Projection prepared by THK Associates, Inc. for the Corporation dated February 12, 1996. All obligations incurred to finance such improvements or otherwise improve the Property will be discharged no later than the latest maturity date of the Series 1996 Bonds. The Borrower acknowledges having read Section 6.06 Corporation and the District will not consent to the extension of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 maturity of the Indenture and Series 1996 Bonds or any other financing regarding the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by referenceProject. (cvi) Notwithstanding any provision The proceeds of this Section 5.6 all casualty insurance regarding the Project will be used either to restore the Recreational Facilities or Section 6.06 of to retire the Indenture, if Series 1996 Bonds or other financing for the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extentRecreational Facilities.

Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes. To that end, the covenants and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -of the foregoing, the Borrower and the City agree 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. The Borrower specifically covenants to pay or cause to be paid for and on behalf of the City to the United States at the times and in the amounts determined under Section 6.06 of the Indenture the Rebate Requirement as described in the Tax Certificate. The City shall not be liable to make any such payment except from funds provided by the Borrower for such purpose. (b) The City covenants and agrees that it has not taken and will not take any action which results in interest to be paid on the Bonds being included in gross income of the holders of the Bonds for federal income tax purposes, and the Borrower 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 will cause the interest on the Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the City to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by reference. (c) Notwithstanding any provision of this Section 5.6 or Section 6.06 of the Indenture, if the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extent.

Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes. To that end, the covenants and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -of the foregoing, the Borrower and the City agree that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to the Rebate Requirement. This covenant shall survive payment in full or defeasance of the Bonds. The Borrower specifically covenants to pay or cause to be paid for and on behalf of the City to the United States at the times and in the amounts determined under Section 6.06 of the Indenture the Rebate Requirement as described in the Tax Certificate and the Indenture. The City shall not be liable to make any such payment except from funds provided by the Borrower for such purpose. (b) The City covenants and agrees that it has not taken and will not take any action which results in interest to be paid on the Bonds being included in gross income of the holders of the Bonds for federal income tax purposes, and the Borrower 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 will cause the interest on the Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a "substantial user" of the Project Projects or a "related person" within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the 1954 Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the City to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by reference. (c) Notwithstanding any provision of this Section 5.6 or Section 6.06 of the Indenture, if the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer longer- required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants set forth in this Section 5.6 shall be deemed to be modified to that extent.