Common use of Contingent Interest Clause in Contracts

Contingent Interest. (a) Contingent interest on the Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) Beginning with the Interest Payment Period commencing November 15, 2020: (A) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.625% per annum of such average Trading Price; (B) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Price; and (ii) at any time Debentures are outstanding, upon the declaration by the Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Common Stock and that the Board of Directors designates as payable with respect to the Debenture (an “Extraordinary Dividend”), in which case the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Common Stock (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. The Borrower shall notify Agent in writing not less than 10 Banking Days prior to the Borrower's consummation of any sale of the Equipment during the Commitment Period. Any such sale shall be an arm's length transaction between a willing buyer, under no compulsion by Seller to buy, and a willing seller, under no compulsion by Buyer to sell. The Borrower shall deliver, together with such notice, a copy of a signed contract of sale which shall reflect, among other things, the gross sales prices (athe "Sales Price") Contingent interest to be received by the Borrower in connection with the sale of the Equipment. At the time of the Borrower's consummation of any permitted sale of the Equipment during the Commitment Period in addition to the payment in full of all amounts due and owing under the Loan Documents, the Borrower shall pay to Agent on the Debentures date of sale a contingency fee (“the "Contingent Interest”") shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) Beginning with the Interest Payment Period commencing November 15, 2020: (A) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.625% per annum of such average Trading Price; (B) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Price; and (ii) at any time Debentures are outstanding, upon the declaration by the Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Common Stock and that the Board of Directors designates as payable with respect to the Debenture (an “Extraordinary Dividend”), in which case the Contingent Interest will be payable on the same date as, and in an amount equal toto 40% of the sum of (x) (i) the Net Sales Price, (ii) any Maintenance Reserves then held by Agent and (iii) any revenues obtained by Borrower or Beneficiary during the Commitment Period relating in any way to the Equipment and not applied to principal, interest, fees, costs or expenses hereunder less (y) (i) $2,130,199.72 and (ii) any further investments made by Borrower or Beneficiary in the Equipment. Borrower shall promptly notify Agent of the amount of any such investments made in the Equipment during the Commitment Period. For purposes of this Section 13.3, "Net Sales Price" shall mean the Sales Price less the then outstanding principal balance of the Loan, accrued interest thereon and any unpaid fees and expenses hereunder and all reasonable and documented out-of-pocket expenses incurred by the Borrower, including reasonable legal, technical, marketing and other transaction costs (the "Capital Transaction Costs") in connection with the sale of the Equipment excluding interest, fees, costs and expenses to the extent attributable to an Event of Default. For purposes of making the Contingent Interest payments on the closing date of the sale of the Equipment, the dividend Borrower and Lender shall estimate the reasonable and documented out-of-pocket expenses incurred in connection with such sale. Upon determination and payment by the Borrower of the Capital Transaction Costs eligible to be deducted from the Sales Price, either (i) Lender shall repay the Borrower all amounts in excess of the Contingent Interest to which Lender is not entitled or distribution that a Holder would have received had (ii) to the extent the sum of the Sales Price proceeds paid to Agent and Maintenance Reserves held by Lender are less than the Contingent Interest, the Borrower shall pay to Lender the difference between such Holder converted its Debentures amount so paid and the Company had settled such Conversion Obligation immediately Contingent Interest. In the event of a prepayment of the Loan before the end of the Commitment Period not in connection with the sale of the Equipment or in the event the Equipment is not sold prior to the record last date for the payment of the corresponding dividend or distribution to holders of Commitment Period then the Common Stock (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be calculated as set forth in Sections 13.3(a) and 13.3(b) hereof except that the same as term "Sales Price" shall mean the record date for the payment of the corresponding Extraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary fair market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based Equipment as reasonably agreed between Borrower and Agent. Should Borrower and Agent not agree on a good faith estimate of reasonable fair market value within a reasonable period after the fair value of the Debentures. (c) The Bid Solicitation Commitment Period, Borrower and Agent shall not determine appoint a mutually acceptable third party to sell the Trading Price unless requested by Equipment on the Company best available terms and conditions then prevailing in the market. Nothing contained herein shall create or be construed to make such determinationcreate a partnership, joint venture, fiduciary relationship or other association between Agent, Lender and borrower. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Triggerrelationship between Agent and Lender, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day one hand, and Borrower, on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Triggerother, as applicableshall be solely that of lender and borrower. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).Agent Appointment,

Contingent Interest. (a) Unless a Remarketing Reset Event occurs, from and after May 1, 2008, the Company will pay Contingent interest Interest on this Security under the circumstances and in the amounts described in Article 14 of the Indenture. Such Contingent Interest, if any, shall be payable quarterly in arrears on each Interest Payment Date to the Holder of this Security as of the close of business on the Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) Beginning with the Interest Payment Period commencing November 15, 2020: (A) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.625% per annum of such average Trading Price; (B) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable Regular Record Date relating to such Interest Payment PeriodDates. If a Remarketing Reset Event occurs, in which case from and after the applicable Remarketing Reset Event Date, the Company will no longer be required to pay Contingent Interest payable on each $1,000 principal amount Interest. INTEREST ON OVERDUE AMOUNTS. If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 4.02 of the Debentures for such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Price; and (ii) at any time Debentures are outstandingIndenture, upon the declaration by the Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Common Stock and that the Board of Directors designates as payable with respect to the Debenture (an “Extraordinary Dividend”), in which case the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Debentures and the Company had settled such Conversion Obligation immediately prior to the record date dates set for the payment of the corresponding dividend Redemption Price, Purchase Price or distribution Change in Control Purchase Price, Remarketing Purchase Price, or upon the Stated Maturity of this Security) or if interest due hereon (including Contingent Interest and Liquidated Damages, if any) (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to holders the extent permitted by law, bear interest at the rate then borne by this Security or, if any overdue amount exists on or after May 1, 2008, at the Applicable Yield of the Common Stock (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date this Security for the applicable Interest Period, compounded at the end of such Interest Period, which interest shall accrue from the date such overdue amount was originally due to the date payment of such Contingent Interest amount, including interest thereon, has been made or duly provided for. All such interest shall be the same payable as the record date for the payment of the corresponding Extraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to set forth in the definition of “Trading PriceIndenture.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. (a) Contingent interest Interest shall accrue on the Debentures (“Contingent Interest”) shall accrue unpaid principal amount hereof on and after the Company shall pay such Initial Operating Date. Contingent Interest shall be calculated to the Holders accrue (each an "Accrual Period") as follows: (i) Beginning with in the Interest Payment Period commencing November 15case of the First Accrual Period, 2020from, and including, the Initial Operating Date to, and including: (Aa) during any Interest Payment the end of the First Accrual Period with respect to which if the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of this Note has not become due and payable; or b) the Debentures for such Interest Payment Period shall be equal to 0.625% per annum date of such average Trading Pricepayment if the principal amount of this Note has become due and payable, whether at stated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise; (Bii) during any Interest Payment in the case of each Semiannual Period with respect to which following the average Trading Price for First Accrual Period from, but excluding, the 10 Trading Days end of the First Accrual Period or the end of the immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable to such Interest Payment Semiannual Period, in which case as applicable, to, and including, the Contingent Interest payable on end of each $1,000 such Semiannual Period if the principal amount of the Debentures for this Note has not become due and payable during such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Priceperiod; and (iiiii) in the case of any Interim Period following the First Accrual Period from, but excluding, the end of the First Accrual Period or most recent Semiannual Period, as applicable, to, and including, the date of payment if the principal amount of this Note has become due and payable, whether at any time Debentures are outstandingstated maturity, upon acceleration, upon any mandatory or optional redemption or otherwise. On each Interest Payment Date after the declaration by First Accrual Period, Contingent Interest with respect to the Board of Directors of an extraordinary cash dividend or distribution Accrual Period completed immediately prior to that Interest Payment Date shall be in either case is made to all or substantially all holders of cash; provided, however, that, except as set forth in Section 3.02 hereof, Contingent Interest shall be deferred and shall not be paid unless and until the Common Stock and Authority has satisfied the Release Condition on such Interest Payment Date; provided, however, that the Board of Directors designates as Authority shall not make any payments on an Interest Payment Date unless all amounts due and payable with respect to the Debenture (Senior Notes on such Interest Payment Date and all prior Interest Payment Dates have been paid in full in cash. If, on any Interest Payment Date after the First Accrual Period, the Authority has not satisfied the Release Conditions, the Contingent Interest which otherwise would have been payable on such Interest Payment Date shall be deferred and shall earn interest on such deferred amount from the date of such deferral to the date such Contingent Interest is paid, at an “Extraordinary Dividend”)interest rate of 1.0% per annum. Contingent Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If the Release Condition has been met on any Interest Payment Date, the Authority shall pay, in which case addition to the Contingent Interest otherwise payable on such Interest Payment Date, all deferred Contingent Interest (together with interest on such Contingent Interest as provided in this Note); provided, however, that to the extent any amounts loaned from the Contingent Interest Account to the Manager under the Management Fees Note (as defined in the Cash Accumulation Account and Contribution Agreement) are outstanding, such deferred Contingent Interest amounts shall continue to be deferred and shall not be payable until such time the Management Fees Note is repaid in full. If any amounts remain outstanding under the Management Fees Note on the maturity date of this Note, the corresponding amount of Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Common Stock (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividendcancelled. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. Conversion, Redemption or Purchase (a) Except as provided below, if any Securities are surrendered for conversion on any day other than a Contingent Interest Payment Date, the Holder of such Securities shall not be entitled to receive any contingent interest that has accrued on such Securities since the prior Contingent Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with Article Ten, any accrued and unpaid contingent interest on such Securities will be deemed to have been paid in full. If any Securities are surrendered for conversion subsequent to the Contingent Interest Record Date preceding a Contingent Interest Payment Date but on or prior to such Contingent Interest Payment Date, the Holder of such Securities at the close of business on such Contingent Interest Record Date shall (except in the case of a Security redeemed or repurchased prior to the Contingent Interest Payment Date) receive the contingent interest payable on such Securities on such Contingent Interest Payment Date notwithstanding the conversion thereof. Securities surrendered for conversion during the period from the close of business on any Contingent Interest Record Date preceding any Contingent Interest Payment Date to the opening of business on such Contingent Interest Payment Date shall be accompanied by payment by Holders, for the account of the Company, in New York Clearing House same day funds or other funds acceptable to the Company of an amount equal to the contingent interest payable on such Contingent Interest Payment Date on the Securities being surrendered for conversion (unless such Security has been called for redemption on a Redemption Date prior to such Contingent Interest Payment Date). Except as provided in this Section 11.3, no adjustments in respect of payments of contingent interest on Securities surrendered for conversion or any dividends or distributions or interest on the Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) Beginning with the Interest Payment Period commencing November 15, 2020: (A) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than Common Stock or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period securities issued upon conversion shall be equal to 0.625% per annum of such average Trading Price; (B) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Price; and (ii) at any time Debentures are outstanding, made upon the declaration by the Board conversion of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Common Stock and that the Board of Directors designates as payable with respect to the Debenture (an “Extraordinary Dividend”), in which case the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Common Stock (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividendany Securities. (b) The Company In the case of a Contingent Interest Record Date occurring before a Redemption Date or Purchase Date but relating to a Contingent Interest Payment Date occurring after the Redemption Date or Purchase Date, no contingent interest shall provide prompt written notice be paid to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred Holders of record on such Contingent Interest Record Date with respect to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning any Security redeemed on the next Trading Day and Redemption Date or repurchased on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b)Purchase Date.

Contingent Interest. (a) Contingent interest on the Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest In addition to the Holders as follows: (i) Beginning with the Interest Payment Period commencing November 15, 2020: (A) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.625% per annum of such average Trading Price; (B) during any Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such Interest Payment Period is less than or equal to the Downside Trigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 principal amount of the Debentures for such Interest Payment Period shall be equal to 0.25% per annum of such average Trading Price; and (ii) at any time Debentures are outstanding, upon the declaration by the Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Common Stock and that the Board of Directors designates as payable with respect to the Debenture (an “Extraordinary Dividend”), in which case the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of Regular Interest and Deferred Regular Interest, and as an inducement to the corresponding dividend or distribution Lender to holders make the Loan, the Borrowers shall also pay to the Lender within thirty (30) days after the end of each Loan Quarter contingent interest ("Contingent Interest") equal to fifty percent (50%) of the Common Stock Net Cash Flow, as more particularly described in subparagraph (calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividendb) below. (b) The Company All Net Cash Flow with respect to each Loan Quarter shall provide prompt written notice be applied and/or paid as follows within thirty (30) days after the end of each Loan Quarter: first, to the Bid Solicitation Agent identifying Lender in reduction of the three independent nationally recognized securities dealers referred accrued and unpaid Regular Interest and other sums due and payable under the Note and the other Loan Documents, in such order as the Lender may determine in its sole discretion, until all accrued and unpaid Regular Interest and other sums are paid in full; second, fifty percent (50%) of the balance of Net Cash Flow shall be paid to in reduce the definition outstanding principal balance of “Trading Price.” For purposes the Note; third, fifty percent (50%) of this Article 13the then undisbursed balance of Net Cash Flow, if any, shall be paid to the Bid Solicitation Agent cannot reasonably obtain Lender as and for an installment of Contingent Interest; and fourth, the balance, if any, to the Borrowers. It is the intent of the parties that the Net Cash Flow for each Project shall be used to pay the Regular Interest, Deferred Regular Interest (if applicable) and Contingent Interest. Notwithstanding anything in this paragraph 6 to the contrary, the Net Cash Flow distributed as Contingent Interest within thirty (30) days after the end of each Loan Quarter shall be based upon amounts calculated by Borrowers on an accrual basis. Such calculations shall be prepared in accordance with generally accepted accounting principles. In accordance with the provisions of paragraph 6(e) hereinbelow, Borrowers shall at least one bid for $5,000,000 principal the end of each Loan Year re-calculate the proper amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, Contingent Interest that should have been paid during such Loan Year and shall make such adjustments as are necessary in accordance with the reasonable judgment provisions of the Board of Directors paragraph 6 (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debenturese). (c) The Bid Solicitation Agent Each payment of Contingent Interest shall not determine the Trading Price unless requested be accompanied by an income and expense statement (prepared in accordance with generally accepted accounting principles consistently applied in such detail and with such back-up information as shall be reasonably required by the Company Lender, certified by the chief financial officer of the Borrowers as true, correct and complete, setting forth, among other things, the Gross Income and Expenses for such Loan Quarter and the calculation and application of Net Cash Flow and Contingent Interest (if any) for such Loan Quarter. (d) If there is a payment of Additional Contingent Interest in whole, or if the Maturity Date shall occur, prior to make the end of a Loan Quarter or Loan Year, the Loan Quarter and Loan Year, as applicable shall be deemed to end on the date of such determinationoccurrence and the appropriate income and expense statements shall be delivered, and the Net Cash Flow shall be paid and applied, as applicable, in accordance with the provisions of this Paragraph 6 within thirty (30) days of such payment of Additional Contingent Interest or the Maturity Date as the case may be. The Company shall have no obligation to make deliver such a request unless a Holder statement and to pay and apply the Net Cash Flow with respect to such Loan Quarter or Loan Year, as applicable, shall survive the termination, satisfaction or assignment of Debentures provides the Company lien of, or reconveyance under, the Mortgage and the Borrowers shall pay to and deposit in escrow with reasonable evidence that the Trading Price is greater than or Lender an amount equal to the Upside Trigger or is less than or equal Net Cash Flow with respect to the Downside Triggerimmediately preceding Loan Quarter (as reasonably estimated by the Borrowers and reasonably approved by the Lender), at which time simultaneously with such payment of Additional Contingent Interest or the Company Maturity Date, as applicable. Contingent Interest shall instruct the Bid Solicitation Agent cease to determine the Trading Price beginning accrue on the date upon which a payment of the entire Additional Contingent Interest shall occur; provided, however, that if the Maturity Date shall occur as a result of an event of default and subsequent acceleration of the Note, then Contingent Interest shall continue to accrue up to and including the date on which all principal, accrued unpaid Regular Interest, Deferred Regular Interest, Contingent Interest, Additional Contingent Interest and all other sums due hereunder or under the Loan Documents have been paid in full. (e) If the installments of Contingent Interest paid during and with respect to such Loan Year exceed the amount of Contingent Interest as recomputed on an annual basis, the amount of such excess shall be credited against the installments of Contingent Interest next Trading Day and on each successive Trading Day until coming due or shall be refunded to the Trading Price Borrowers in the event no further installments of Contingent Interest are payable hereunder. If the Contingent Interest paid to the Lender during such Loan Year is less than the Upside Trigger amount of Contingent Interest as recomputed on an annual basis which should had been paid to the Lender, the amount of such deficiency shall be due and payable upon delivery of such annual financial statement. If such difference between Contingent Interest actually due and Contingent Interest paid is equal to or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination five percent (5%) of the Trading Price amount of Contingent Interest actually due or regardless of the amount of the deficiency, if the deficiency is a result of fraud or willful misconduct on the part of the Borrowers or any other entity, the Borrowers shall be conclusive absent manifest error also pay to the Lender upon delivery of such annual financial statements an additional amount equal to six percent (6%) of such underpayment as and subject for liquidated damages to Section 13.01(b)compensate the Lender for the loss of use of such sums during the applicable Loan Year.