Common use of Determination of Taxability Clause in Contracts

Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the funds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 of the Indenture. (2) Upon a Determination of Taxability the Borrower shall also pay to the Trustee an amount equal to the Paying Agent’s and Trustee’s fees, accrued and to accrue until final payment and redemption of the Subordinate Bonds, and all other advances, fees, costs and expenses reasonably incurred by the Trustee, the Issuer and the Paying Agent, including Bond Counsel and legal fees. (3) If this Loan Agreement has not been terminated under Section 8.4 hereof prior to the Redemption Date for the Subordinate Bonds, this Loan Agreement shall be terminated on said Redemption Date and the closing for the termination of this Loan Agreement shall be completed otherwise as provided for termination of this Loan Agreement upon exercise of the Borrower’s options under Section 8.4 hereof. (4) Neither the Borrower nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of Taxability, and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.

Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower Company shall give written notice to the Issuer City and Trustee of the Determination of Taxability and the Borrower Company shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the fundsFunds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Dateredemption date, plus a premium equal to eight percent (8.00%) percent of the outstanding Bonds, and the Subordinate Bonds shall be redeemed pursuant to Article 3 III of the Indenture. (2) Upon a Determination of Taxability the Borrower Company shall also pay to the Trustee an amount equal to the Paying Agent’s and Trustee’s fees, accrued and to accrue until final payment and redemption of the Subordinate Bonds, and all other advances, fees, costs and expenses reasonably incurred by the Trustee, the Issuer City and the Paying Agent, including Bond Counsel and legal fees. (3) If this Loan Agreement Bond Lease has not been terminated and the Equipment repurchased by the Company under Section 8.4 hereof prior to the Redemption Date redemption date for the Subordinate Bonds, this Loan Agreement Bond Lease shall be terminated on said Redemption Date redemption date and the closing for the termination of this Loan Agreement Bond Lease shall be completed otherwise as provided for termination of this Loan Agreement Bond Lease upon exercise of the BorrowerCompany’s options under Section 8.4 hereof8.4. (4) Neither the Borrower Company nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of Taxability, ; and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.

Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower Company shall give written notice to the Issuer and Trustee of the Determination of Taxability and so long as the Borrower Letter of Credit is outstanding, a draw shall be made under the Letter of Credit as provided in Section 7.2 of the Indenture, or if no Letter of Credit is outstanding, the Company shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the fundsFunds, will equal 103 percent of the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, redemption date and the Subordinate Bonds shall be redeemed pursuant to Article 3 III of the Indenture. (2) Upon a Determination of Taxability the Borrower Company shall also pay to the Trustee an amount equal to the Paying Agent’s 's and Trustee’s 's fees, accrued and to accrue until final payment and redemption of the Subordinate Bonds, and all other advances, fees, costs and expenses reasonably incurred by the Trustee, the Issuer and the Paying Agent, including Bond Counsel and legal fees.and (3) If this Loan Agreement has not been terminated under Section 8.4 hereof prior to the Redemption Date redemption date for the Subordinate Bonds, this Loan Agreement shall be terminated on said Redemption Date redemption date and the closing for the termination of this Loan Agreement shall be completed otherwise as provided for termination of this Loan Agreement upon exercise of the Borrower’s Company's options under Section 8.4 hereof8.4. (4) Neither the Borrower Company nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of Taxability, ; and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.

Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the fundsFunds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 III of the Indenture. (2) Upon a Determination of Taxability the Borrower shall also pay to the Trustee an amount equal to the Paying Agent’s and Trustee’s fees, accrued and to accrue until final payment and redemption of the Subordinate Bonds, and all other advances, fees, costs and expenses reasonably incurred by the Trustee, the Issuer and the Paying Agent, including Bond Counsel and legal fees. (3) If this Loan Agreement has not been terminated under Section 8.4 hereof prior to the Redemption Date for the Subordinate Bonds, this Loan Agreement shall be terminated on said Redemption Date and the closing for the termination of this Loan Agreement shall be completed otherwise as provided for termination of this Loan Agreement upon exercise of the Borrower’s options under Section 8.4 hereof. (4) Neither the Borrower nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision decision, or legislative enactment which may give rise to a Determination of Taxability, ; and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.

Determination of Taxability. (1i) Promptly after In the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the funds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 of the Indenture. (2) Upon event a Determination of Taxability occurs, the Borrower shall also Corporation hereby agrees to pay to the Trustee each Bondholder on demand therefor (1) an amount equal to the Paying Agent’s difference between (A) the amount of interest that would have been paid to such Bondholder on the Bonds during the period for which interest on the Bonds is includable in the gross income of such Bondholder if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and Trustee’s (B) the amount of interest actually paid to the Bondholder during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Bondholder as a result of interest on the Bonds becoming includable in the gross income of such Bondholder, together with any and all attorneys’ fees, accrued court costs, or other out-of-pocket costs incurred by such Bondholder in connection therewith. (ii) Subject to the provisions of clauses (iii) and (iv) below, such Bondholder shall afford the Corporation the opportunity, at the Corporation’s sole cost and expense, to accrue until final payment and redemption contest (1) the validity of any amendment to the Code which causes the interest on the Bonds to be includable in the gross income of such Bondholder or (2) any challenge to the validity of the Subordinate tax exemption with respect to the interest on the Bonds, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals). (iii) The following shall constitute conditions precedent to the exercise by the Corporation of its right to contest set forth in clause (ii) above, the Corporation shall, on demand, immediately reimburse such Bondholder for any and all other advancesexpenses (including attorneys’ fees for services that may be required or desirable, fees, costs and expenses reasonably as determined by such Bondholder in its sole discretion) that may be incurred by the TrusteeBondholder in connection with any such contest, and shall, on demand, immediately reimburse the Issuer Bondholder for any and the Paying Agent, including Bond Counsel and legal fees.all penalties or other charges payable by such Bondholder for failure to include such interest in its gross income; and (3iv) If The obligations of the Corporation under this Loan Agreement has not been terminated under Section 8.4 hereof prior to the Redemption Date for the Subordinate Bonds, this Loan Agreement 2.02 shall be terminated on said Redemption Date and the closing for survive the termination of this Loan Agreement shall be completed otherwise as provided for Agreement, the termination of this the Loan Agreement upon exercise of the Borrower’s options under Section 8.4 hereof. (4) Neither the Borrower nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of TaxabilityAgreement, and the expenses redemption or other payment in full of any such contest or appeal shall be paid by the party initiating the contest or appealBonds.

Determination of Taxability. (1i) Promptly after In the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the funds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 of the Indenture. (2) Upon event a Determination of Taxability occurs, the Borrower shall also Corporation hereby agrees to pay to the Trustee each Bondholder on demand therefor (1) an amount equal to the Paying Agent’s difference between (A) the amount of interest that would have been paid to such Bondholder on the Bonds during the period for which interest on the Bonds is includable in the gross income of such Bondholder if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and Trustee’s (B) the amount of interest actually paid to the Bondholder during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Bondholder as a result of interest on the Bonds becoming includable in the gross income of such Bondholder, together with any and all attorneys’ fees, accrued court costs, or other out-of-pocket costs incurred by such Bondholder in connection therewith. (ii) Subject to the provisions of clauses (iii) and (iv) below, such Bondholder shall afford the Corporation the opportunity, at the Corporation’s sole cost and expense, to accrue until final payment and redemption contest (1) the validity of any amendment to the Code which causes the interest on the Bonds to be includable in the gross income of such Bondholder or (2) any challenge to the validity of the Subordinate tax exemption with respect to the interest on the Bonds, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals). (iii) The following shall constitute conditions precedent to the exercise by the Corporation of its right to contest set forth in clause (ii) above, the Corporation shall, on demand, immediately reimburse such Bondholder for any and all other advancesexpenses (including attorneys’ fees for services that may be required or desirable, fees, costs and expenses reasonably as determined by such Bondholder in its sole discretion) that may be incurred by the TrusteeBondholder in connection with any such contest, and shall, on demand, immediately reimburse the Issuer Bondholder for any and the Paying Agent, including Bond Counsel and legal fees.all penalties or other charges payable by such Bondholder for failure to include such interest in its gross income; and (3iv) If The obligations of the Corporation under this Loan Agreement has not been terminated under Section 8.4 hereof prior to the Redemption Date for the Subordinate Bonds, this Loan Agreement 2.02 shall be terminated on said Redemption Date and the closing for survive the termination of this Loan Agreement shall be completed otherwise as provided for Agreement, the termination of this the Loan Agreement upon exercise of the Borrower’s options under Section 8.4 hereof. (4) Neither the Borrower nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of TaxabilityAgreement, and the expenses redemption or other payment in full of any such contest or appeal shall be paid by the party initiating the contest or appealBonds.

Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower Company shall give written notice to the Issuer County and Trustee of the Determination of Taxability and the Borrower Company shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the fundsFunds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Dateredemption date, plus a premium equal to three percent (3.00%) percent of the outstanding Bonds, and the Subordinate Bonds shall be redeemed pursuant to Article 3 III of the Indenture. (2) Upon a Determination of Taxability the Borrower Company shall also pay to the Trustee an amount equal to the Paying Agent’s and Trustee’s fees, accrued and to accrue until final payment and redemption of the Subordinate Bonds, and all other advances, fees, costs and expenses reasonably incurred by the Trustee, the Issuer County and the Paying Agent, including Bond Counsel and legal fees. (3) If this Loan Agreement Lease has not been terminated and the Equipment repurchased by the Company under Section 8.4 hereof prior to the Redemption Date redemption date for the Subordinate Bonds, this Loan Agreement Lease shall be terminated on said Redemption Date redemption date and the closing for the termination of this Loan Agreement Lease shall be completed otherwise as provided for termination of this Loan Agreement Lease upon exercise of the BorrowerCompany’s options under Section 8.4 hereof8.4. (4) Neither the Borrower Company nor any Holder shall be required to contest or appeal any notice of deficiency, ruling, decision or legislative enactment which may give rise to a Determination of Taxability, ; and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.