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

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed(a) It is the parties' intention and agreement that, in connection pursuant to Section 103 of the Code, the interest paid on the Bonds shall be excluded from gross income of the recipients of such interest for federal income tax purposes. In order to confirm and carry out such intention, the Corporation covenants and agrees (1) to provide such certificates, opinions of Bond Counsel and other evidence as may be necessary or requested by the Issuer to establish the exemption of the Bonds under Section 103 of the Code and the absence of arbitrage expectation under Section 148 and related sections of the Code; (2) acting alone or with the issuance Trustee or the Issuer, to file such information and statements with the Internal Revenue Service as may be required to establish or preserve such exemption or as may be required by Section 103 or related sections of the Code; (3) to comply on behalf of the Issuer with the arbitrage rebate requirement to the extent applicable to the Bonds, including the Project Certificate. The Company understands that requirement to calculate and pay to the purpose United States, at the sole expense of the Project Certificate is to set forth (i) representations Corporation, all arbitrage rebate amounts in the manner and at the times required by Section 148 of certain facts regarding the Project and the Company Code; and (ii4) covenants regarding the future conduct and activities if required to prevent a loss of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable exclusion from gross income for federal income tax purposes. Accordingly, purposes of interest on the Company covenants that all information and representations in the Project Certificate are accurate and reasonable Bonds because of any failure to the best meet arbitrage rebate requirements applicable to those Bonds under Section 148 of the Company's knowledge Code, to pay on behalf of the Issuer the penalty and belief and that interest thereon as provided in Subsection 148(f)(7)(C) of the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth hereinCode. Notwithstanding any other provision hereof, the Company The Corporation further covenants and agrees that it will not knowingly (a) take any action, (b) fail to take any action or authorize or permit, to the extent such action is solely within the control (c) make any use of the Company, any action to be taken with respect to the Project, Property or the proceeds of the Bonds (including investment earnings thereon) or any insuranceBonds, condemnation or other proceeds derived directly or indirectly in connection with which would cause the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to be or become includable in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners Owners thereof (other than substantial users of the Property) for federal income tax purposes. Without limiting the generality of the foregoing, the Issuer is likely to be treated as the "taxpayer" in such examination, Corporation further covenants and agrees that it will respondtake such action or actions, including, without limitation, consenting and agreeing to amendments to this Agreement or any of the other documents as may be necessary, in the opinion of Bond Counsel, so that the Corporation and all subsequent owners of the Property comply fully and continuously with the Code, as applicable to the Bonds from time to time, and will direct all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Issuer to respond, in a commercially reasonable manner to any inquiries from Department of the Treasury or the Internal Revenue Service pertaining to exempt facility bonds issued to finance "solid waste disposal facilities" (as defined in connection with such an examination. The Issuer covenants that it will cooperate with the CompanyCode), at including, without limitation, the Company's expense and at its direction, in connection with any such examinationTreasury Regulations.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer Credit Facility Provider and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer Credit Facility Provider and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense (including reasonable attorney's fees) and at its direction, in connection with any such examination.