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200806452 directly and primarily from the gross negligence, willful misconduct or bad faith of such Indemnified Party or Indemnitee. (2) All amounts due under Section 8.03(d)(1) hereof shall be payable not later than 10 days after written demand therefor. (3) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 8.03(d)(l) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, the Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties or the Indemnitees or any of them. (4) The Company shall not ever assert any claim against any Indemnified Party or Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Agreement, any security document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Company hereby forever waive, release and agree not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of this Section 8.03 shall survive the termination of this Agreement and the full payment or defeasance of the Bonds in accordance with Article XVI of the Indenture and, with respect to the Trustee, the resignation or removal of the Trustee for any reason. Section 8.04. Tax-exempt Status of the Bonds. It is the intention of the Company and the Issuer that the interest on the Bonds be excludable from the gross income of the holders thereof for federal income tax purposes, except for any Bond for any period that such Bond is owned by a person who is a "substantial user" of the proceeds of the Project or a "related person" within the meaning of Section 147(a) of the Code. To that end, the Company and the Issuer (to the extent reasonably within the control of the Issuer) covenant with each other, and with the Trustee for the benefit of the Bondholders, to refrain from any action which would adversely affect, and to take such action to assure, the treatment of the Bonds as obligations described in Section 103(a) of the Code, the interest on which is not includable in the "gross income" of the holder (other than the income of a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) for purposes of federal income taxation. As more particularly set out in the Tax Regulatory Agreement and notwithstanding any other provision hereof, the Company hereby covenants as follows: (a) to take such action as is necessary to ensure that at least 95% of the net proceeds of the Bonds will be used to provide "solid waste disposal facilities" within the meaning of Section 142(a)(6) of the Code; 4834-8191-0786.7 41