5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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BROOKINGS-TWIN CITIES DEVELOPMENT PROJECT AGREEMENT Project Coordinating Committee will elect a chairperson who will serve as liaison to CMMPA. Section 205. Relationship to Other Instruments. It is recognized by the Participant and CMMPA that CMMPA in the Development Project and in the development, ownership or participation, construction, and acquisition of the Transmission Project must comply with the requirements of any other Development Project Agreements relating thereto, the Bond Resolution and all licenses, permits and regulatory approvals necessary for such development, ownership or participation, construction, and acquisition ("Other Instruments"). It is therefore agreed that this Agreement is made cognizant of the terms and provisions of such Development Project Agreements, the Bond Resolution and all such licenses, permits and regulatory approvals, as they may be amended or supplemented from time to time. The Participant acknowledges that the terms and conditions of such Other Instruments are binding and (unless they can be amended or ameliorated) that CMMPA must comply with these Other Instruments. Section 206. Tax Covenants. This Section is only applicable to Agency Participants and therefore does not apply to Open Participants. (a) In order to maintain the Federal Tax Exemption of interest on CMMPA's Bonds, and for no other purpose, the Participant covenants to comply with each applicable requirement of the Internal Revenue Code of 1986 or any successor code (the "Code") necessary to qualify CMMPA's Bonds as obligations described in section 103(a) of the Code. In furtherance of these covenants, Participant also agrees to provide any information required by CMMPA to maintain the Federal Tax Exemption of its Bonds. (b) The Participant covenants and agrees it shall not take any action or omit to take any action, which action or omission, if reasonably expected on the applicable delivery date, would cause interest on any of CMMPA's Bonds to be included in gross income for federal income tax purposes. (c) The Participant recognizes that provisions of law related to the Federal Tax Exemption may limit the arrangements permitted with respect to sale, assignment or other disposition of the Participant's Election Share, including its obligations to pay Development Project Costs and Monthly Project Development Costs hereunder. The Participant shall comply with the policies adopted by CMMPA with respect to allocation of the private use permitted under such provisions. CMMPA shall not adopt any such policy that would adversely affect the Federal Tax Exemption when applicable to any debt issued in connection with the Development Project. C:1Documents and Settings\Bryan\Local Settings\Temporary Internet Files\OLK53\Cap X Brookings 2-12-07 15 clean.doc