Common use of Private Letter Ruling Clause in Contracts

Private Letter Ruling. If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the New Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee; and provided further, that if Lessee requests a PLR from the IRS with respect to the New Facility before the date that is ninety (90) days after the Closing Date and Lessee thereafter receives a PLR from the IRS with respect to the Existing Facility but is unable to obtain a PLR from the IRS with respect to the New Facility, the New Facility will be exchanged for the Existing Facility, the provisions of Section 8.2 shall apply, the Existing Equipment Lease shall be reinstated and the Parties shall execute and deliver all other agreements and documents necessary or desirable to effectuate re-installation, operation and use of the Existing Facility in accordance with the terms of the Existing Equipment Lease.

Private Letter Ruling. If Lessee or any of its Affiliates decides to pursue a request for a PLR, determination letter, Pre-Filing Agreement or other written guidance from the IRS (the “IRS Guidance”) with respect to any aspect of the transactions contemplated by this Agreement or any of the other Transaction Documents or in relation to the New Facility, the Parties shall consider in good faith and make such amendments to this Agreement as may be necessary to permit Lessee to obtain the IRS Guidance. Neither Party shall be required to agree to any such amendment that it reasonably determines, in good faith, is adverse to such Party in any material respect; provided that Lessor shall not withhold its agreement to any such amendment if Lessee has agreed to fully compensate Lessor for any adverse economic effect on Lessor resulting from such amendment and such amendment would not cause any material adverse effect on Lessor for which it cannot adequately be compensated by Lessee; and provided further, that if Lessee requests a PLR from the IRS with respect to the New Facility before the date that is ninety (90) days after the Closing Date and Lessee thereafter receives a PLR from the IRS with respect to the Existing Facility but is unable to obtain a PLR from the IRS with respect to the New Facility, the New Facility will be exchanged for the Existing Facility, the provisions of Section 8.2 shall apply, the Existing Equipment Lease shall be reinstated and the Parties shall execute and deliver all other agreements and documents necessary or desirable to effectuate re-installation, operation and use of the Existing Facility in accordance with the terms of the Existing Equipment Lease.. US 1104132v.7