Common use of Taxes and Other Government Charges Clause in Contracts

Taxes and Other Government Charges. The Borrower shall pay, shall cause each Project Company to pay, or cause to be paid, as and when due and prior to delinquency, all Taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to any Loan Party or any Project, all utility and other charges incurred in the construction, operation, maintenance, use, occupancy and upkeep of any Project, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on any Project. However, the Borrower may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower is in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than Three Hundred Thousand Dollars ($300,000) (a) reserves reasonably satisfactory to the Administrative Agent in accordance with GAAP have been established in an amount sufficient to pay any such Taxes, assessments or other charges, accrued interest thereon, potential penalties, additions to Tax or other costs relating thereto, or other adequate provision for the payment thereof shall have been made; (b) enforcement of the contested Tax, assessment or other charge is effectively stayed for the entire duration of such contest and (c) any Tax, assessment or other charge determined to be due, together with any interest, additions to Tax or penalties thereon, is paid when due after resolution of such contest by final non-appealable judgment.

Taxes and Other Government Charges. The Borrower shall pay, shall cause each Project Company to payPay, or cause to be paid, as and when due and prior to delinquency, all Taxesmaterial taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to the Borrower, any Loan Party of its Subsidiaries, the Existing Pipeline or any the Project, including sales and use taxes and real estate taxes, all utility and other charges incurred in the construction, operation, maintenance, use, occupancy and upkeep of any the Existing Pipeline and the Project, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on any the Existing Pipeline or the Project. However, the The Borrower or any of its Subsidiaries may contest in good faith any such Taxestaxes, assessments and other charges and, in such event, may permit the Taxestaxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower or any of its Subsidiaries is in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than Three Hundred Thousand Dollars as ($300,000) (ai) reserves reasonably satisfactory to the Administrative Agent in accordance with GAAP have been established in an amount sufficient to pay any such Taxestaxes, assessments or other charges, accrued interest thereon, thereon and potential penalties, additions to Tax penalties or other costs relating thereto, or or, to the extent permitted by GAAP, other adequate provision for the payment thereof hereof shall have been made; , (bii) enforcement of the contested Taxtax, assessment or other charge is effectively stayed for the entire duration of such contest contest, and (ciii) any Taxtax, assessment or other charge determined to be due, together with any interest, additions to Tax interest or penalties thereon, is timely paid when due after resolution of such contest by final non-appealable judgmentcontest.

Taxes and Other Government Charges. The Borrower shall payWith respect to each Funded Project and, shall cause each Project Company to the extent required by the applicable Turbine Purchase Contract, Funded Turbine, pay, or cause to be paid, as and when due and prior to delinquency, all Taxestaxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to any Loan Party Portfolio Entity, such Project or any Projectsuch Turbine, including sales and use taxes and real estate taxes, all utility and other charges incurred in the construction, operation, maintenance, use, occupancy and upkeep of any Projectsuch Project or such Turbine, other than utility charges, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien lien on such Project or such Turbine. In furtherance of the foregoing, Borrower shall engage a qualified Person or Persons to confirm each Portfolio Entity's compliance with all tax laws and regulations and to implement any Projectrequired programs and procedures to ensure continued compliance with the same. However, the Borrower The Portfolio Entities may contest in good faith any such Taxestaxes, assessments and other charges and, in such event, may permit the Taxestaxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower is Portfolio Entities are in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than Three Hundred Thousand Dollars ($300,000) as (a) reserves reasonably satisfactory to the Administrative Agent in accordance with GAAP have been established in an amount sufficient to pay any such Taxestaxes, assessments or other charges, accrued interest thereon, thereon and potential penalties, additions to Tax penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been made; , (b) enforcement of the contested Taxtax, assessment or other charge is effectively stayed for the entire duration of such contest contest, and (c) any Taxtax, assessment or other charge determined to be due, together with any interest, additions to Tax interest or penalties thereon, is immediately paid when due after resolution of such contest by final non-appealable judgmentcontest.

Taxes and Other Government Charges. The Borrower shall payWith respect to each Initial Project, shall cause each Funded Subsequent Project, and, to the extent required by the applicable Turbine Purchase Contract, Turbine assigned to an Initial Project Company to (as set forth on Exhibit G-3) and Funded Turbine, pay, or cause to be paid, as and when due and prior to delinquency, all Taxestaxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to any Loan Party Portfolio Entity, such Project or any Projectsuch Turbine, including sales and use taxes 92 107 and real estate taxes, all utility and other charges incurred in the construction, operation, maintenance, use, occupancy and upkeep of any Projectsuch Project or such Turbine, other than utility charges, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien lien on such Project or such Turbine. In furtherance of the foregoing, Borrower shall engage a qualified Person or Persons to confirm each Portfolio Entity's compliance with all tax laws and regulations and to implement any Projectrequired programs and procedures to ensure continued compliance with the same. However, the Borrower The Portfolio Entities may contest in good faith any such Taxestaxes, assessments and other charges and, in such event, may permit the Taxestaxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower is Portfolio Entities are in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than Three Hundred Thousand Dollars ($300,000) as (a) reserves reasonably satisfactory to the Administrative Agent in accordance with GAAP have been established in an amount sufficient to pay any such Taxestaxes, assessments or other charges, accrued interest thereon, thereon and potential penalties, additions to Tax penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been made; , (b) enforcement of the contested Taxtax, assessment or other charge is effectively stayed for the entire duration of such contest contest, and (c) any Taxtax, assessment or other charge determined to be due, together with any interest, additions to Tax interest or penalties thereon, is immediately paid when due after resolution of such contest by final non-appealable judgmentcontest.

Taxes and Other Government Charges. The Borrower shall payWith respect to each Initial Project and Funded Subsequent Project, shall cause each Project Company to pay, or cause to be paid, as and when due and prior to delinquency, all Taxestaxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to any Loan Party Borrower or any such Project, including sales and use taxes and real estate taxes, all utility and other charges incurred in the construction, operation, maintenance, use, occupancy and upkeep of any Projectsuch Project other than utility charges, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien lien on any such Project. HoweverIn furtherance of the foregoing, Borrower shall engage a qualified Person or Persons to confirm Borrower's compliance with all tax laws and regulations and to implement any required programs and procedures to ensure continued compliance with the same. Borrower may contest in good faith any such Taxestaxes, assessments and other charges and, in such event, may permit the Taxestaxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when the Borrower is in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than Three Hundred Thousand Dollars ($300,000) as (a) reserves reasonably satisfactory to the Administrative Agent in accordance with GAAP have been established in an amount sufficient to pay any such Taxestaxes, assessments or other charges, accrued interest thereon, thereon and potential penalties, additions to Tax penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been made; , (b) enforcement of the contested Taxtax, assessment or other charge is effectively stayed for the entire duration of such contest contest, and (c) any Taxtax, assessment or other charge determined to be due, together with any interest, additions to Tax interest or penalties thereon, is immediately paid when due after resolution of such contest by final non-appealable judgmentcontest.