Common use of Additional Purchase Payments Clause in Contracts

Additional Purchase Payments. (a) In addition to 2015-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 2015-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 2015-A 2022 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Electric System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2022 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx bill by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a bill to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.

Additional Purchase Payments. (a) In addition to 2015-A 2022 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2022 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 20152024-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 20152024-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 20152024-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 20152024-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 2015-A 2020 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Distribution System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2020 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2020 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2020 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.

Additional Purchase Payments. (a) In addition to 2015-A 2020 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2020 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2020 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2020 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 20152009-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Distribution System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 20152009-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 20152009-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 20152009-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 2015-A 2016 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Distribution System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2016 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2016 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2016 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.

Additional Purchase Payments. (a) In addition to 20152016-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 20152016-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 20152016-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 20152016-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx by the City.

Additional Purchase Payments. (a) In addition to 2015-A 2022 Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water System pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority as provided herein in connection with this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A 2022 Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A 2022 Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 days after receipt of the xxxx bill by the City.

Additional Purchase Payments. (a) In addition to 2015-A Purchase PaymentsPayments (Second Lien Qualified Obligations), the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Distribution System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 2015-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 2015-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 2015-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.

Additional Purchase Payments. (a) In addition to 20152014-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Distribution System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 20152014-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 20152014-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 20152014-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.

Additional Purchase Payments. (a) In addition to 20152024-A Purchase Payments, the City shall also pay to the Authority, the Trustee or to the United States Treasury Department, as the case may be, “Additional Purchase Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes, service charges, and assessments and other governmental charges lawfully assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the City shall have the right to protest in good faith any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest could, in the reasonable opinion of the Authority, would adversely affect the rights or interests of the Authority or the Trustee; (ii) Any taxes which may be imposed on the sale, resale, use, possession or ownership of the Water Electric System Assets pursuant to this Installment Purchase Agreement; (iii) All reasonable fees, charges and expenses of the Trustee, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Installment Purchase Agreement or the Indenture; (v) The reasonable costs and expenses of the Authority or any agent or attorney selected by the Authority to act in its behalf as provided herein in connection with this Installment Purchase Agreement, the 20152024-A Bonds or the Indenture, including any and all expenses incurred in connection with the issuance, sale and delivery of any such 20152024-A Bonds or in connection with any litigation which may at any time be instituted involving this Installment Purchase Agreement, the 20152024-A Bonds or the Indenture or any of the other documents contemplated thereby; and (vi) Any amount required to be paid to the United States Treasury Department pursuant to Section 5.4 6.04 hereof. (b) Such Additional Purchase Payments to the Authority or the Trustee shall be billed to the City by the Authority or the Trustee, as the case may be, from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee, for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within 30 thirty (30) days after receipt of the xxxx bill by the City. Notwithstanding the foregoing, the Authority shall not be required to submit a bill to the City for payment of any amounts due with respect to arbitrage rebate under section 148 of the Code, the calculation and payment for which is the responsibility of the City.