Common use of Net of Taxes Clause in Contracts

Net of Taxes. (a) Any and all payments to the Bank by the District hereunder or under the Fee Letter shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed thereon, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the District shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District shall make such deductions and (iii) the District shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. In addition, the District agrees to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York or the State with respect to any payment made hereunder or under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Taxes or Other Taxes owing by the District to the Bank hereunder; provided that the Bank’s failure to send such notice shall not relieve the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the District shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as a result of any failure by the District to so furnish such copy of such receipt. (c) The obligations of the District under this Section 2.16 shall survive the termination of this Agreement.

Net of Taxes. (a) Any and all All payments to by or on behalf of the Bank by the District hereunder or Authority under the Fee Letter this Agreement shall be made without counterclaim, set–off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any and all present or future taxes, levies, imposts, deductions, charges, withholdings deductions or liabilities imposed thereoncharges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If requested, the District Bank, any Assignee and Participant shall from time to time provide the Authority, the Tender Agent and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 or any other such information and forms as may be necessary to establish that the Authority is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Authority shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.162.07(c), ) the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District Authority shall make such deductions and (iii) the District Authority shall pay the full amount deducted to the relevant taxing taxation authority or other authority in accordance with applicable law. In addition, If the District agrees Authority shall make any payment under this Section 2.07(c) to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under for the laws benefit of the United States of America, the State of New York or the State with respect to any payment made hereunder or under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Taxes and if the Bank shall claim any credit or Other deduction for such Taxes owing against any other taxes payable by the District Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Bank hereunderAuthority an amount equal to the amount by which such other taxes are actually reduced; provided provided, however, that the Bank’s failure aggregate amount payable by the Bank pursuant to send such notice this sentence shall not relieve exceed the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full aggregate amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 previously paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not to such Taxes or Other Taxes were correctly or legally asserted; provided, that Taxes. The amounts owed by the District shall not be obligated Authority as compensation to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification Section 2.07(c) shall be made within thirty (30) days from the date calculated as though the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail were the basis thereof. Within thirty (30) days after the date holder of all Purchased Bonds and without regard to any payment sales of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained Purchased Bonds by the Bank as a result of any failure by the District pursuant to so furnish such copy of such receiptSection 2.04(a) hereof. (c) The obligations of the District under this Section 2.16 shall survive the termination of this Agreement.

Net of Taxes. (a) Any and all All payments to by or on behalf of the Bank by the District hereunder Commission under this Agreement or under the Fee Letter shall be made without counterclaim, set-off, condition or qualification, and free and clear of of, and without deduction for or withholding for, or by reason of any and all present or future taxes, levies, imposts, deductions, charges, withholdings deductions or liabilities imposed thereon, charges of any nature whatsoever; excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If requested, the District Bank, any Assignee and any Participant, from time to time, shall provide the Commission, the Trustee and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1441 (C.F.R.) or any other such information and forms as may be necessary to establish that the Commission is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Commission shall be required by law to withhold or deduct any Taxes imposed by the United States or States, any political subdivision thereof or any other taxing authority of competent jurisdiction from or in respect of any sum payable hereunder or under the Fee Letter to the Bank, , (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.162.07(c)), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District Commission shall make such deductions and (iii) the District Commission shall pay the full amount deducted to the relevant taxing taxation authority or other authority in accordance with applicable law. In addition, If the District agrees Commission shall make any payment under this Section 2.07(c) to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under for the laws benefit of the United States of America, the State of New York or the State with respect to any payment made hereunder or under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Taxes and if the Bank shall claim any credit or Other deduction for such Taxes owing against any other taxes payable by the District Bank to any taxing jurisdiction in the United States, then the Bank shall pay to the Bank hereunderCommission an amount equal to the amount by which such other taxes are actually reduced; provided provided, however, that the Bank’s failure aggregate amount payable by the Bank pursuant to send such notice this sentence shall not relieve exceed the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full aggregate amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 previously paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the District shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as a result of any failure by the District to so furnish such copy of such receiptTaxes. (c) The obligations of the District under this Section 2.16 shall survive the termination of this Agreement.

Net of Taxes. (a) Any and all All payments to be made to the Bank by Lender under this Agreement or the District hereunder or under the Fee Letter other Loan Documents shall be made free and clear of of, and without deduction reduction for any and all taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed thereon, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the District shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District shall make such deductions and (iii) the District shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. In addition, the District agrees to pay as promptly as practicable after receiving notice account of, any present or future stampTaxes; provided, recording however, if any Taxes are required by Applicable Law or documentary taxes and the interpretation or application thereof by any court or Government Authority to be withheld from any interest or other amount payable to the Lender under this Agreement or any other excise Loan Document, the amount so payable to the Lender shall be increased to the extent necessary to yield to the Lender, on a net basis after payment of all Taxes (including all Taxes imposed on any additional amounts payable under this subsection), interest or property taxesany such other amount payable under this Agreement or any other Loan Document at the rate or in the amount specified under this Agreement or any other Loan Document. The Borrowers shall be fully liable and responsible for and shall, charges or similar levies that arise promptly following receipt of a request from the Lender, pay to the Lender, any and all Taxes in the nature of sales, use, and goods and services Taxes payable under the laws of Canada or any Province of Canada, or payable under the United States laws of America, the State of New York any other country or the State jurisdiction with respect to any payment and all goods and services made hereunder or available under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide or any other Loan Document to the District within a reasonable time a copy of any written notification it receives with respect to Taxes or Other Taxes owing Borrowers by the District to the Bank hereunder; provided that the Bank’s failure to send such notice shall not relieve the District of its obligations to pay such amounts hereunder, except as to Lender. Whenever any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 paid by the Bank or any liability (including penaltiesBorrowers, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the District shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, possible thereafter that the Bank’s failure Borrowers shall send or cause to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice be sent to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand thereforLender, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a an original official receipt evidencing showing payment thereofof such Taxes. The District If the Borrowers fail to pay any Taxes when due or if the Borrowers fail to remit to the Lender the required documentary evidence of such payment, the Borrowers shall compensate indemnify and save harmless the Bank for all reasonable losses and expenses sustained Lender from any Taxes or other liabilities that may become payable by the Bank Lender or to which the Lender may be subjected as a result of any failure by such failure. A certificate of the District Lender as to so furnish the amount of any such copy Taxes and containing details of the calculation of such receipt. (c) The obligations Taxes shall be, absent manifest error, conclusive evidence of the District under this Section 2.16 shall survive the termination amount of this Agreementsuch Taxes.

Net of Taxes. (a) Any and all All payments to by or on behalf of the Bank by the District hereunder or Issuer under the Fee Letter this Agreement shall be made without counterclaim, set–off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any and all present or future taxes, levies, imposts, deductions, charges, withholdings deductions or liabilities imposed thereoncharges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank Dexia by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If requested, Dexia, any Assignee and Participant shall from time to time provide the District Issuer, the Trustee and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by Dexia or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1441 or any other such information and forms as may be necessary to establish that the Issuer is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Issuer shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter to the BankDexia, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.162.07(c), the Bank ) Dexia receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District Issuer shall make such deductions and (iii) the District Issuer shall pay the full amount deducted to the relevant taxing taxation authority or other authority in accordance with applicable law. In addition, If the District agrees to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York or the State with respect to Issuer shall make any payment made hereunder under this Section 2.07(c) to or under for the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy benefit of any written notification it receives Dexia with respect to Taxes and if Dexia shall claim any credit or Other deduction for such Taxes owing against any other taxes payable by Dexia to any taxing jurisdiction in the District United States then Dexia shall pay to the Bank hereunder; provided that the Bank’s failure to send such notice shall not relieve the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice Issuer an amount equal to the District that amount by which such Taxes or Other Taxes other taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally assertedactually reduced; provided, that the District shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; providedhowever, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments aggregate amount payable by the District Dexia pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as a result of any failure by the District to so furnish such copy of such receipt. (c) The obligations of the District under this Section 2.16 shall survive the termination of this Agreement.this

Net of Taxes. (a) Any and all payments to the Bank by the District hereunder or under the Fee Letter shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed thereon, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the District shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District shall make such deductions and (iii) the District shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. In addition, the District agrees to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York or the State with respect to any payment made hereunder or under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Taxes or Other Taxes owing by the District to the Bank hereunder; provided that the Bank’s failure to send such notice shall not relieve the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shall, to the fullest extent permitted by law, indemnify the Bank for the full amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16 paid by the Bank or any liability (including penalties, . interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the District shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the District, the District shall furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as a result of any failure by the District to so furnish such copy of such receipt. (c) The obligations of the District under this Section 2.16 shall survive the termination of this Agreement.

Net of Taxes. (a) Any and all payments to by or on account of any obligation of the Bank by the District hereunder or Issuer under the Fee Letter any Note Document shall be made free and clear of and without deduction or withholding for any and all taxesTaxes, levies, imposts, deductions, charges, withholdings or liabilities imposed thereon, excluding, however, taxes imposed on or measured except as required by applicable Legal Requirements. If any applicable Legal Requirement (as determined in the net income or capital good faith discretion of the Bank applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between Withholding Agent, then the Bank and such jurisdiction or political subdivision (all such non-excluded taxesapplicable Withholding Agent, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the District shall be required by law entitled to withhold make such deduction or deduct any Taxes imposed by withholding and shall timely pay the United States full amount deducted or any political subdivision thereof from or in respect of any sum payable hereunder or under the Fee Letter withheld to the Bankrelevant Governmental Authority in accordance with applicable Legal Requirements and, (i) if such Tax is an Indemnified Tax, then the sum payable by the Issuer, shall be increased as may be necessary so that after making all required deductions such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.1614.3), the Bank applicable holder of a Note receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made, (ii) the District shall make such deductions and (iii) the District shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. In addition, the District agrees to pay as promptly as practicable after receiving notice of, any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America, the State of New York or the State with respect to any payment made hereunder or under the Fee Letter or from the execution or delivery or otherwise with respect to this Agreement and the Fee Letter (hereinafter referred to as “Other Taxes”). The Bank shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Taxes or Other Taxes owing by the District to the Bank hereunder; provided that the Bank’s failure to send such notice shall not relieve the District of its obligations to pay such amounts hereunder, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. (b) The District shallIssuer shall indemnify each holder of the Notes and the Collateral Agent, to the fullest extent permitted by lawwithin 10 days after written demand therefor, indemnify the Bank for the full amount of any Indemnified Taxes and Other Taxes (including any Taxes or Other Indemnified Taxes imposed by any jurisdiction or asserted on or attributable to amounts payable under this Section 2.16 14.3) payable or paid by the Bank such holder of a Note or required to be withheld or deducted from a payment to such holder and any liability (including penalties, interest and expenses) reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Indemnified Taxes were correctly or legally asserted; provided, that imposed or asserted by the District shall not be obligated relevant Governmental Authority. A certificate as to indemnify the Bank for any penalties, interest amount of such payment or expenses relating liability delivered to Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct as determined Issuer by a final judgment of a court of competent jurisdiction. The Bank agrees to give notice to the District holder of the assertion of any claim against the Bank relating to such Taxes or Other Taxes Notes shall be conclusive absent manifest error. (c) As soon as promptly as is practicable after being notified of such assertion; provided, that the Bank’s failure to notify the District promptly of such assertion shall not relieve the District of their obligation under this Section 2.16, except as to any penalties, interest or expenses arising solely from the Bank’s failure to provide timely written notice to the District that such Taxes or Other Taxes are payable. Payments by the District pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Within thirty (30) days after the date of any payment of Taxes by the DistrictIssuer to a Governmental Authority pursuant to this Section 14.3, the District Issuer shall furnish deliver to the Bank relevant holders of the Notes the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. The District shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as such payment, a result of any failure by the District to so furnish such copy of the return reporting such receiptpayment or other evidence of such payment reasonably satisfactory to the holders of the Notes. (cd) The obligations Any holder of the District Notes that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note Document shall deliver to the Issuer and the Collateral Agent, at the time or times reasonably requested by the Issuer or the Collateral Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Collateral Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any holder of the Notes, if reasonably requested by the Issuer or the Collateral Agent, shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by the Issuer or the Collateral Agent as will enable the Issuer or the Collateral Agent, as applicable, to determine whether or not such holder of the Notes is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 14.3(d)(i), 14.3(d)(ii) and 14.3(d)(iv) below) shall not be required if in the reasonable judgment of the holder of the Notes such completion, execution or submission would subject such holder of the Notes to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such holder. Without limiting the generality of the foregoing: (i) Any U.S. Holder shall deliver to the Issuer or the Collateral Agent on or prior to the date on which such Person becomes a U.S. Holder (and from time to time thereafter upon the reasonable request of the Issuer), executed copies of IRS Form W-9 certifying that such U.S. Holder is exempt from U.S. federal backup withholding tax; (ii) Any Foreign Holder shall, to the extent it is legally entitled to do so, deliver to the Issuer (in such number of copies as shall be requested by the Issuer) and the Collateral Agent on or prior to the date on which such Person becomes a Foreign Holder and from time to time thereafter upon the reasonable request of the Issuer, whichever of the following is applicable: (A) in the case of a Foreign Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, executed copies of IRS Form W-8BEN-E or W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Note Document, executed copies of IRS Form W-8BEN-E or W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 14.3-A to the effect that such Foreign Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed copies of IRS Form W-8BEN-E or W-8BEN, as applicable; or (D) to the extent a Foreign Holder is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E or W-8BEN, a certificate substantially in the form of Exhibit 14.3-B or Exhibit 14.3-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Holder is a partnership and one or more direct or indirect partners of such Foreign Holder are claiming the portfolio interest exemption, such Foreign Holder may provide a certificate substantially in the form of Exhibit 14.3-D on behalf of each such direct and indirect partner; (iii) any Foreign Holder shall, to the extent it is legally entitled to do so, deliver to the Issuer (in such number of copies as shall be requested by the Issuer) and the Collateral Agent on or prior to the date on which such Person becomes a Foreign Holder (and from time to time thereafter upon the reasonable request of the Issuer), executed copies of any other form prescribed by applicable Legal Requirements as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Legal Requirements to permit the Issuer to determine the withholding or deduction required to be made; and (iv) if a payment made to a holder of the Notes under any Note Document would be subject to Tax imposed by FATCA if such holder of the Notes were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder of the Notes shall deliver to the Issuer and the Collateral Agent at the time or times prescribed by applicable Legal Requirements and at such time or times reasonably requested by the Issuer or the Collateral Agent such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuer or the Collateral Agent as may be necessary for the Issuer or the Collateral Agent, as applicable, to comply with its obligations under FATCA and to determine that such holder of the Notes has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16 clause (iv), “FATCA” shall survive include any amendments made to FATCA after the termination date of this Agreement. (v) Each holder of the Notes agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuer and the Collateral Agent in writing of its legal inability to do so. (e) If any holder determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 14.3 (including by the payment of additional amounts pursuant to this Section 14.3), it shall pay to the Issuer an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Issuer, upon the request of such holder, shall repay to such holder the amount paid over pursuant to this Section 14.3(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such holder is required to repay such refund to such Governmental