Common use of Gross Receipts and Compensating Tax Clause in Contracts

Gross Receipts and Compensating Tax. The Company, either on its own behalf or as agent for the Issuer pursuant to this section will file returns for reporting and paying compensating tax which is due because of the Project and promptly will pay, as a Cost of the Project, any gross receipts or compensating tax due from the Issuer under any such returns. To the extent consistent with State law, the Issuer, at the request of the Company, will deliver to the Company a sufficient number of type 9 Nontaxable Transaction Certificates for delivery to suppliers with respect to the construction, furnishing and equipping of the Project as may be applicable under the New Mexico Gross Receipts and Compensating Tax Act. The Company will promptly pay any gross receipts or compensating tax plus applicable penalty and interest which is found by the State Taxation and Revenue Department to be due from the Company or the Issuer because of the purchase or use of the Project or any component of the Project by the Company or the Issuer. The Company, at its sole expense, may request any rulings from the State Taxation and Revenue Department which the Company determines might be necessary or desirable to clarify the New Mexico gross receipts and compensating tax results of transactions related to the Project and may dispute, at its sole expense, in any manner authorized by the New Mexico Tax Administration Act, any gross receipts or compensating tax liability imposed on the Company or the Issuer because of the Project; provided that the Company will not pursue a dispute that, in the reasonable opinion of the Issuer, will materially and adversely affect the rights of the Issuer. The Issuer will, at the sole expense of the Company, join in any reasonable modifications to this Agreement which are necessary or desirable to obtain Nontaxable Transaction Certificates or otherwise reduce the gross receipts and compensating tax imposed on the Company or the Issuer as a result of or in connection with the Project or the Company’s operations of the Project.

Gross Receipts and Compensating Tax. (a) The Company, either on its own behalf or as agent for the Issuer pursuant to Section 4.01 and this section Section 4.05, will file returns for reporting and paying compensating tax which that is due because of the Project and promptly will pay, as a Cost of the Project, pay any gross receipts or compensating tax due from the Issuer under any such returns. To the extent consistent with State law, the The Issuer, at the request of the Company, or the Company, as agent for the Issuer, will deliver apply to the Company a sufficient number of type TRD for nontaxable transaction certificates (as such term is used in the Gross Receipts and Compensating Tax Act, Chapter 7, Article 9 NMSA 1978, as amended) (“Nontaxable Transaction Certificates”). Nontaxable Transaction Certificates will be delivered by the Company, as agent for delivery the Issuer, to suppliers with respect vendors, in order to permit the construction, furnishing and equipping of the Project as may be applicable vendors to claim deductions available under the New Mexico Gross Receipts and Compensating Tax ActAct for the vendors’ receipts from the Company, as agent for the Issuer, for sales of the Leased Property. The Company will promptly pay any gross receipts or compensating tax plus applicable penalty and interest which that is found by the State Taxation and Revenue Department TRD to be due from the Company or the Issuer because of with respect to the purchase or use of the Project or any component of the Project by the Company or the IssuerProject. The Company, at its sole expense, may request any rulings from the State Taxation and Revenue Department which TRD that the Company determines might may be necessary or desirable to clarify the New Mexico gross receipts and compensating tax results implications of transactions related to the Project Leased Property and may dispute, at its sole expense, in any manner authorized by the New Mexico Tax Administration ActAct or other applicable procedures, any gross receipts or compensating tax liability imposed on the Company or the Issuer because of the Project; , provided that the Company will not pursue a dispute without notice to the Issuer and will not pursue any dispute that, in the reasonable opinion of the Issuer, will materially and adversely affect the interest or rights of the Issuer. The Inducement Resolution authorizes the Company to purchase eligible equipment for the Project as agent for the Issuer for purposes of the gross receipts tax deduction under Sections 7-9-54 NMSA 1978, as amended, and applicable regulations. The Issuer will, at the sole request and expense of the Company, join in any make reasonable modifications to this Agreement which Lease that are necessary or desirable to obtain Nontaxable Transaction Certificates or otherwise reduce the gross receipts and compensating tax imposed on upon the Company or the Issuer as a result of or in connection with the Project or the Company’s operations operation of the ProjectLeased Property. The Company will pay such gross receipts taxes and compensating taxes as may be required by law for all purchases of property other than the Leased Property and for any purchases in amounts greater than the proceeds of the Bonds. (b) The Company has advised the Issuer and it is intended by the parties hereto that the receipts of vendors from the sale of tangible personal property to the Issuer, which tangible personal property (i) is included in the Leased Property (but excluding “construction

Gross Receipts and Compensating Tax. The Company will act as agent for the County with respect to the Project and in acquisition of the Project Property. The County authorizes the Company to act as agent for the purchase of solar generation equipment used to generate electricity from solar energy and related equipment as defined in NMSA 1978, Section 7-9-54.3 (2010) with respect to the Project. The Company, either on its own behalf or as agent for the Issuer pursuant to Section 4.01 hereto and this section Section 4.05, will file returns for reporting and paying compensating tax which is may be due because of the Project and promptly will paypay prior to delinquency, as a Cost of the ProjectRelated Cost, any gross receipts or compensating tax due from the Issuer under any such returns. To the extent consistent with State law, the Issuer, at Issuer will cooperate with the request Company in the obtaining of Nontaxable Transaction Certificates (“NTTCs”) to be issued to vendors and contractors by the Company, will deliver as agent for the Issuer, in order to permit the Company a sufficient number of type 9 Nontaxable Transaction Certificates for delivery vendors and contractors to suppliers with respect to the construction, furnishing and equipping of the Project as may be applicable claim deductions available under the New Mexico Gross Receipts and Compensating Tax ActAct for their receipts from selling tangible personal property for the Project, to the Company, as agent for the Issuer. The Company will promptly pay any gross receipts or compensating tax plus applicable penalty and interest which is found by the State Taxation and Revenue Department TRD to be due from the Company or the Issuer because of the purchase or use of the Project Property or any component of the Project Property by the Company or the Issuer; provided, except as otherwise provided in Section 6.02 hereof, that the Company shall have no liability for any penalties or other charges related to any delay or default by the Issuer in the performance of its obligations under this Agreement. The Company, at its sole expense, may request any rulings from the State Taxation and Revenue Department TRD which the Company determines might be necessary or desirable to clarify the New Mexico gross receipts and compensating tax results of transactions related to the Project and may dispute, at its sole expense, in any manner authorized by the New Mexico Tax Administration Act, any gross receipts or compensating tax liability imposed on the Company or the Issuer because of the Project; , provided that the Company will not pursue a dispute without notice to the Issuer and will not pursue any dispute that, in the reasonable opinion of the Issuer, will may materially and adversely affect the interests or rights of the Issuer. During the period of such contest and any related appeal, this Section 4.05 will be deemed satisfied with respect to the matters so contested. The Issuer will, at the sole expense of the Company, join in any reasonable modifications to this Agreement which are necessary or desirable to obtain Nontaxable Transaction Certificates NTTCs or otherwise reduce the gross receipts and compensating tax imposed on the Company or the Issuer as a result of or in connection with the Project or the Company’s operations at the Project. The Company will employ NTTCs solely to purchase Project Property with proceeds of the ProjectBonds, and will not employ NTTCs for purchases after the Completion Date. It is the intention of the Issuer and the Company that the Company shall be deemed to be acting as agent for the Issuer with respect to all purchases of Project Property with proceeds of the Bonds on the terms set forth herein, even if certain purchasing and delivery documentation (including but not limited to receipts, invoices, and forms and corresponding documentation for the purchase of goods) may not expressly disclose or identify such agency relationship.

Gross Receipts and Compensating Tax. A. The Company, either on its own behalf or as agent for the Issuer pursuant to Section 4.1 and this section Section 4.4, will file returns for reporting and paying compensating tax which is due because of the Project and promptly will pay, as a Cost of the Project, pay any gross receipts or compensating tax due from the Issuer under any such returns. To the extent consistent with State law, the The Issuer, at the request of the Company, or the Company, as agent for the Issuer, will deliver apply to the Company a sufficient number of type 9 TRD for nontaxable transaction certificates (as such term is used in the Gross Receipts and Compensating Tax Act, Chapter 7, Article 9, XXXX 0000, as amended) (“Nontaxable Transaction Certificates”). Nontaxable Transaction Certificates shall be executed and delivered by the Company, as agent for delivery the Issuer, to suppliers with respect vendors, in order to permit the construction, furnishing and equipping of the Project as may be applicable vendors to claim deductions available under the New Mexico Gross Receipts and Compensating Tax ActAct for the vendors’ receipts from the Company, as agent for the Issuer, for sales of the Improvements. The Company will promptly pay any gross receipts or compensating tax plus applicable penalty and interest which that is found by the State Taxation and Revenue Department TRD to be due from the Company or the Issuer because of with respect to the purchase or use of the Project or any component of the Project by the Company or the IssuerProject. The Company, at its sole expense, may request any rulings from the State Taxation and Revenue Department TRD which the Company determines might may be necessary or desirable to clarify the New Mexico gross receipts and compensating tax results implications of transactions related to the Project Improvements and may dispute, at its sole expense, in any manner authorized by the New Mexico Tax Administration ActAct or other applicable procedures, any gross receipts or compensating tax liability imposed on the Company or the Issuer because of the Project; , provided that the Company will shall not pursue a dispute without notice to the Issuer and shall not pursue any dispute that, in the reasonable opinion of the Issuer, will materially and adversely affect the interest or rights of the Issuer. The Issuer willspecifically acknowledges that since the adoption of the Inducement Resolution, an agency relationship for purposes of the gross receipts tax deduction under Section 7-9-54 XXXX 0000, as amended, and applicable regulations has existed between the Issuer and the Company with respect to the Project. The Issuer agrees, at the sole request and expense of the Company, join in any to make reasonable modifications to this Agreement which Lease that are necessary or desirable to obtain Nontaxable Transaction Certificates or otherwise reduce the gross receipts and compensating tax imposed on upon the Company or the Issuer as a result of or in connection with the Project or its operation. B. The Company has advised the Company’s operations Issuer and it is intended by the parties hereto that the receipts of vendors from the sale of tangible personal property to the Issuer, which tangible personal property (i) is included in the Improvements (but excluding “construction material”, as defined in Section 7-9-3.4(B) XXXX 0000, as amended) and (ii) is purchased with proceeds of the ProjectBond on or prior to the Completion Date, shall be deductible from gross receipts or governmental gross receipts, and exempt from compensating tax, to the fullest extent permitted by Sections 7-9-14 and 7-9-54 XXXX 0000, as amended, and 3.2.

Gross Receipts and Compensating Tax. A. The Company, either on its own behalf or as agent for the Issuer pursuant to Section 4.1 and this section Section 4.5, will file returns for reporting and paying compensating tax which is due because of the Series 2018 Project and promptly will pay, as a Cost of the Project, pay any gross receipts or compensating tax due from the Issuer under any such returns. To the extent consistent with State law, the The Issuer, at the request of the Company, or the Company, as agent for the Issuer, will deliver apply to the Company a sufficient number of type 9 TRD for nontaxable transaction certificates (as such term is used in the Gross Receipts and Compensating Tax Act, Chapter 7, Article 9, NMSA 1978) (“Nontaxable Transaction Certificates”). Nontaxable Transaction Certificates shall be executed and delivered by the Company, as agent for delivery the Issuer, to suppliers with respect vendors for the Series 2018 Project, in order to permit the construction, furnishing and equipping of the Project as may be applicable vendors to claim deductions available under the New Mexico Gross Receipts and Compensating Tax ActAct for the vendors’ receipts from the Company, as agent for the Issuer, for sales of the Series 2018 Improvements. The Company will promptly pay any gross receipts or compensating tax plus applicable penalty and interest which that is found by the State Taxation and Revenue Department TRD to be due from the Company or the Issuer because of with respect to the purchase or use of the Project or any component of the Project by the Company or the IssuerSeries 2018 Project. The Company, at its sole expense, may request any rulings from the State Taxation and Revenue Department TRD which the Company determines might may be necessary or desirable to clarify the New Mexico gross receipts and compensating tax results implications of transactions related to the Project Series 2018 Improvements and may dispute, at its sole expense, in any manner authorized by the New Mexico Tax Administration ActAct or other applicable procedures, any gross receipts or compensating tax liability imposed on the Company or the Issuer because of the Series 2018 Project; , provided that the Company will shall not pursue a dispute without notice to the Issuer and shall not pursue any dispute that, in the reasonable opinion of the Issuer, will materially and adversely affect the interest or rights of the Issuer. The Issuer willspecifically acknowledges that since the adoption of the Series 2018 Inducement Resolution, an agency relationship for purposes of the gross receipts tax deduction under Section 7-9-54 XXXX 0000 and applicable regulations has existed between the Issuer and the Company with respect to the Series 2018 Project. The Issuer agrees, at the sole request and expense of the Company, join in any to make reasonable modifications to this Agreement which Lease that are necessary or desirable to obtain Nontaxable Transaction Certificates or otherwise reduce the gross receipts and compensating tax imposed on upon the Company or the Issuer as a result of or in connection with the Series 2018 Project or its operation. B. The Company has advised the Company’s operations Issuer and it is intended by the parties hereto that the receipts of vendors from the sale of tangible personal property to the Issuer, which tangible personal property (i) is included in the Series 2018 Improvements (but excluding “construction material”, as defined in Section 7-9-3.4(B) NMSA 1978) and (ii) is purchased with proceeds of the Project.Series 2018 Bonds on or prior to the Series 2018 Completion Date, shall be deductible from gross receipts or governmental gross receipts, and exempt from compensating tax, to the fullest extent permitted by Sections 7-9-14 and 7-9-54 XXXX 0000 and 3 NMAC