Common use of Term and Payments Clause in Contracts

Term and Payments. (a) In order to finance the costs of the Projects, City hereby sells and conveys any interests it has in the Projects to Trustee, without warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to City, without warranty, and City hereby purchases from Trustee, any interests Trustee has in the Projects. (City acknowledges that the right of Trustee to sell the Projects arises out of the deposits for the benefit of City to the Costs of Issuance Fund and the Acquisition Fund and that City is receiving good and valuable consideration from both such sales.) (b) As the purchase price, City shall pay the Payments to Trustee. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. City shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii). (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Owner during the period for which such interest is included in the gross income of such Owner if an Obligation had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the corresponding Interest Portion actually paid to the Owner (or former Owner, as the case may be) during the Taxable Period, and (2) to the extent permitted by applicable law, an amount equal to any interest, penalties or charges owed by such Owner (or former Owner, as the case may be) as a result of the Interest Portion becoming included in the gross income of such Owner (or former Owner, as the case may be), together with any and all (c) The obligation of City to pay the amounts described in paragraph (b) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to City or otherwise, or out of indebtedness or liability at any time owing to City by Trustee. Until such time as all of the payments described in Subsection (b) hereof (including the Payments) shall have been fully paid or provided for, City (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Projects or the taking by eminent domain of title to or temporary use of any or all of the Projects, commercial frustration of purpose, abandonment of the Projects by City, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement contained and in the event Trustee shall fail to perform any such agreements on its part, City may institute such action against Trustee as City may deem necessary to compel performance so long as such action does not abrogate the obligations of City contained in the first sentence of this paragraph. (d) Any of the payments described in Subsection (b) hereof (including the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (e) Amounts payable to Trustee shall be paid by the means specified by Trustee in writing to City.