Common use of Taxes and Utility Charges Clause in Contracts

Taxes and Utility Charges. (a) The Borrower shall pay as the same respectively become due, all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer and the Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower shall pay as the same respectively become due, all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer and the Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower shall pay as the same respectively become due, all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project Facility (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project Facility and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the ProjectFacility. (b) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer Issuer, the Trustee and the Credit Facility Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee and the Credit Facility Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered nor will the Project Facility or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Trustee and the Credit Facility Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer Issuer, the Trustee and the Credit Facility Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower shall furnish the Issuer, the Credit Facility Issuer Issuer, the Trustee and the Credit Facility Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower Company shall pay as the same respectively become due, (1) all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower Issuer from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower Company may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower Company may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower Company shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment nonpayment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, Agreement or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered endangered, nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower Company is unable to deliver such an opinion of Counsel, the Borrower Company shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the BorrowerCompany, indemnity satisfactory to the Trustee; but provided further, that any tax tax, assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer Issuer, the Credit Facility Trustee and the Trustee, at the expense of the BorrowerCompany, will cooperate fully in any such permitted contest. . (c) If the Borrower Company shall fail to pay any of the foregoing itemsitems required to be paid by it pursuant to Section 6.2(a) above, the Issuer or the Trustee may (but shall be under no obligation to) pay the same same, and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower Company to the one making the advancement, advancement which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower Company agrees to pay on demand therefor. (cd) The Borrower Company shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower Company under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower Mortgagor shall pay as the same respectively become or cause to be paid, when due, all taxesTaxes and utility charges relating to all or any part of the Property. Upon request, assessmentsthe Mortgagor shall give the Mortgagee receipted invoices or other evidence of payment including copies of all utility bills, leviestax bills, claims notices of assessment and charges other notices relating to property taxes and utility charges. If the Mortgagor fails to make any such payment, or to pay any related penalties, fines or interest, the Mortgagee may, but shall not be obligated to, do so and the Mortgagor shall immediately pay the amount of such payment to the Mortgagee. Repairs, Maintenance and Inspection The Mortgagor shall maintain, use, manage, operate and repair the Property in good condition and in a safe, insurable and state of good repair and shall not do, fail to do or permit anything to be done which, in the opinion of the Mortgagee, will lower its value. The Mortgagor shall not commit or permit any act of waste on the Property nor allow any part of the Property to become or remain vacant without the Mortgagee's written consent. The Mortgagor shall perform and observe the requirements of every present and future statute, law, by-law, ordinance, regulation and order affecting the operation, condition, maintenance, repair, construction, use or occupation and environmental protection or regulation of all or any part of the Property. If any part of the Property is farmland, the Mortgagor shall in each year either put into crop or summer fallow in a proper manner every part thereof which has been or may in the future be brought under cultivation. The Mortgagor shall also keep such Property clean and free from all noxious weeds and generally see that it does not depreciate in any way as farmland. The Mortgagor authorizes the Mortgagee to enter on and inspect the Property at all reasonable times whenever the Mortgagee deems it necessary or advisable to do so. The Mortgagee shall not be considered to have taken possession of the Property or to otherwise become a mortgagee in possession of the Property by reason of its exercise of any kind whatsoever that such right. If, in the sole opinion of the Mortgagee, the Mortgagor does not observe or perform any of the foregoing provisions of this paragraph 12, the Mortgagee may from time to time (but shall not be obligated to) enter on and inspect the Property at any time and make such repairs and do such other acts or things it believes are necessary to protect or preserve the Property and to carry out the Mortgagor's obligations under this paragraph 12 including, without limitation, if the Property is farmland, the farming, improvement and general management thereof. The Mortgagor shall immediately pay the Mortgagee all amounts, costs and expenses paid or incurred by it in connection with any of the foregoing. If the Mortgagor fails at any time for a period of ten consecutive days to diligently carry on any Improvement to or on any part of the Property or without the written consent of the Mortgagee departs from the plans and specifications approved by the Mortgagee with respect thereto or from the generally accepted standards of construction in the locality of the Property, or if the Mortgagor is in default of its obligations under this Mortgage, the Mortgagee from time to time may enter on the Property and have exclusive possession of all materials, plant and equipment thereon, free of interference from or by the Mortgagor, and complete the Improvement either according to such plans and specifications or according to such other plans, specifications or design as the Mortgagee in its absolute discretion shall determine. The Mortgagor shall immediately pay the Mortgagee all costs and expenses incurred by it in connection with any of the foregoing. In exercising any of the foregoing rights, the Mortgagee shall be lawfully assessed deemed not to be a mortgagee or levied against chargee in possession. Any entry which may be made by the Mortgagee pursuant to any provision of this Mortgage may be made by any agents, representatives, employees and/or contractors thereof. Improvements; Demolition The Mortgagor agrees that no Improvement to or on the Property will be made or commenced (by the Mortgagor or any other person) unless the Mortgagor first provides a copy of all proposed plans, blueprints and specifications to the Mortgagee and obtains the Mortgagee's prior written consent thereto. Subject to paragraph 5, the Mortgagee may, subject to its satisfaction as to compliance with any applicable builder’s lien or analogous legislation, make advances to the Mortgagor under this Mortgage based on progress in completing the Improvement or upon its completion or, in the case of the building, its occupation or sale or otherwise. The Mortgagor shall construct and complete the Improvement in accordance with the plans and specifications approved by the Mortgagee and all applicable governmental building standards, codes and requirements as quickly as possible make all payments for the Improvement that is required to make, and shall provide the Mortgagee with proof of such payment on request. Any Improvement to the Property shall be deemed to be charged by this Mortgage in favour of the Mortgagee. The Mortgagee may retain funds from any advance or advances under this Mortgage until the Mortgagee is completely satisfied that all statutory holdback provisions have been fully complied with, and may give information in accordance with the Mortgagee's statutory obligations as mortgagee. Condominium Provisions This paragraph 14 shall apply, in addition to the other provisions of this Mortgage, if all or any part of the Property is a condominium unit regulated by the Condominium Act. The Mortgagor agrees that the common elements pertaining to the Property and any other interest that the Mortgagor may have in the assets of the Condominium Corporation form part of the Property and are subject to this Mortgage. This Mortgage is made pursuant to the Condominium Act. The Mortgagor shall comply with the Condominium Act, the Declaration and the by-laws, rules and regulations of the Condominium Corporation as they exist from time to time. The Mortgagor shall pay, when due, all amounts (including without limitation common expenses) which, by the terms of the Condominium Act, the Declaration or the by-laws of the Condominium Corporation, are payable by the Mortgagor or with respect to the Project Property and provide the Mortgagee on request with proof of such payment. If the Mortgagor does not make any such payment, the Mortgagee may (includingbut shall not be obligated to) do so, without limiting and the generality of Mortgagor shall immediately pay the foregoing, Mortgagee any tax upon or with respect amount so paid. The Mortgagor shall mail to the income Mortgagee, by prepaid registered mail, or profits deliver to the Mortgagee, copies of the Borrower from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower may, at its expense, contest in good faith any such levy, taxevery notice, assessment, claim or other chargedemand for payment, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer and the Trustee that in the opinion of Counselrule, in form satisfactory to the Issuer and the Trusteeregulation, by non-payment of any such items, the rights request or demand of the Trustee with respect Mortgagor to this Loan Agreement consent to any matter, and the Note created by the assignment under the Indenture, as every other communication relating to the rights assigned under this Loan Agreement, all or any part of the payments to be made under this Loan Agreement Property or the Notecommon elements of the Condominium Corporation so that the Mortgagee receives them at least five days before any such claim or demand is payable or, will in the case of other communications, within five days after receipt by the Mortgagor. The Mortgagor irrevocably appoints, authorizes and empowers the Mortgagee to vote, consent or not consent respecting all matters relating to the affairs of the Condominium Corporation provided that: the Mortgagor shall be materially endangered nor will entitled to exercise such right to vote or consent or not consent unless the Project Mortgagee gives notice of its intention to exercise such right, which notice may be for an indeterminate period of time, a limited period of time or a specific meeting or matter; the Mortgagee's right to vote, consent or not consent does not impose any obligation on the Mortgagee to do so or to protect the Mortgagor's interests; and the Mortgagee's exercise of its right to vote, consent or not consent shall not constitute the Mortgagee a mortgagee in possession and shall not give rise to any liability on the part of the Mortgagee, provided that the Mortgagee may not exercise any such right in respect of Property situate in the Provinces of Nova Scotia or Newfoundland and Labrador unless it is a mortgagee in possession. The Mortgagor shall insure all Improvements which at any time the Mortgagor or any previous owner makes or made to the Property and the Mortgagor's common or other interest in buildings which are part of the condominium property or common elements pertaining to the Property, against such risks as the Mortgagee may require. If the Condominium Corporation fails to obtain or maintain the insurance it is required to by the Condominium Act, the Declaration, the by-laws or rules of the Condominium Corporation or otherwise to obtain and maintain with respect to all or any part thereof be subject of the Property, the condominium property or common elements pertaining to loss the Property, or forfeiturethe assets of the Condominium Corporation, the Mortgagor shall do so. If the Borrower is unable Mortgagor fails to deliver such an opinion of Counselso insure, the Borrower Mortgagee may (but shall promptly not be obligated to) do so and the Mortgagor shall immediately pay or bond and cause the Mortgagee all premiums paid by it. All policies of insurance required to be satisfied effected pursuant to this paragraph 14f) upon or discharged in respect of the buildings on the Property shall provide for any loss to be payable to the Mortgagee and a trustee approved by the Mortgagee pursuant to an insurance trust agreement approved by the Mortgagee, the terms of which shall not be altered without the Mortgagee's prior written consent. Without limiting the generality of paragraph 14a), it is expressly agreed that the provisions of this paragraph 14f) are in addition to the Mortgagor's obligations and the Mortgagee's rights set out in paragraph 10. The Mortgagor will observe all provisions of, and perform all obligations imposed upon the Mortgagor by, the Condominium Act, the Declaration, the by-laws of the Condominium Corporation and any rule made pursuant to the Condominium Act. The Mortgagee may (but shall not be obligated to) observe and perform such unpaid items provisions or furnishobligations if the Mortgagor fails to do so and the Mortgagor shall immediately pay the Mortgagee all costs and expenses incurred by the Mortgagee in so doing. The Mortgagee shall have the right, but not the obligation, at its option to collect the expense Mortgagor’s contribution to the common expenses or any special assessment payable pursuant to the Condominium Act, the Declaration or the by-laws of the BorrowerCondominium Corporation, indemnity satisfactory and the Mortgagor shall make such payment to the Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith Mortgagee upon the commencement of proceedings to foreclose any lien securing the samerequest. The Issuer Mortgagee shall then forward such payments on to the Condominium Corporation as required. The Mortgagor shall not sell, transfer, convey or otherwise dispose of any parking or storage unit that forms part of the Property while still retaining ownership of the Property. The Mortgagor shall, and does hereby, direct and authorize the Condominium Corporation to permit the Mortgagee to inspect the Condominium Corporation’s records at any reasonable time. Effect of Subdivision If the Property is subdivided, each part of the Property shall continue to secure payment of the total amount of the Indebtedness in an amount not exceeding the Amount Secured and no person shall have any right to require the Indebtedness to be apportioned upon or in respect of any part of the Property. Leases and Rents The Mortgagor assigns to the Mortgagee, as additional security for payment of the Indebtedness i) all leases heretofore or hereafter granted by the Mortgagor (or any predecessor in title) of all or any part of the Property and ii) any rents payable from time to time under such leases and the Trustee, at the expense benefit of the Borrowerterms and conditions contained therein and of the reversion thereunder. The Mortgagor shall, will cooperate fully in any such permitted contest. If the Borrower shall fail on request from time to pay time, execute a formal assignment of any of the foregoing itemsin a form acceptable to the Mortgagee and, if requested by the Mortgagee, suitable for registration. The Mortgagor agrees to give the Mortgagee executed copies of all such leases promptly after their execution and to perform all of the Mortgagor's obligations thereunder. No such assignment or any act of the Mortgagor pursuant thereto shall operate to delay, hinder or prejudice any of the Mortgagee’s rights or remedies under this Mortgage. The Mortgagor shall also, from time to time, execute and deliver to the Mortgagee such notices to lessees or others and such other documents as the Mortgagee may request for the purpose of protecting or enforcing its rights in respect of such assignments. The Mortgagee shall not be responsible for the collection of any rents assigned to it or the performance of the terms and conditions of any lease referred to in this paragraph 16. The Mortgagee shall be responsible to account only for rents actually received, less reasonable collection charges, and may apply such rents to the repayment of the Indebtedness, whether or not due. The Mortgagee shall not by reason of any such collection or any assignment referred to in this paragraph 16 be deemed a mortgagee in possession. Notwithstanding this paragraph 16, no lease of all or any part of the Property shall be made by the Mortgagor without the prior written consent of the Mortgagee. Notwithstanding any such consent, no such lease shall have priority over this Charge unless the Mortgagee expressly agrees to such priority in writing. For the purposes of this Mortgage, every action or omission by the lessee under any lease of all or any part of the Property shall be conclusively deemed to be the action or omission of the Mortgagor. Other Liens; Renewal of Leases Unless the Mortgagee otherwise consents, the Issuer Mortgagor will not create or permit to exist any Lien on or against all or any part of the Trustee Property, any Lease or any leases or rents referred to in paragraph 16, other than Liens i) for taxes which are not due or ii) incidental to construction, repairs or current operations which have not been registered against the Property, which relate to obligations which are not due and written notice of which has not been given to the Mortgagee. The Mortgagor shall pay, when due, all amounts payable under, in respect of or secured by any Lien or other claim on, against or relating to all or any part of the Property or any Lease or any lease or rents referred to in paragraph 16 and shall comply with all obligations contained in the document or statute under which any such Lien or other claim arose. The Mortgagee may, but shall not be obligated to, pay any such amount and/or cure any default under any such document or statute and the Mortgagor will immediately pay the Mortgagee all amounts, costs and expenses paid or incurred in so doing. To the extent the Mortgagee pays any such amount, it shall be entitled to all equities and securities of the person or persons so paid and it may retain any discharge or release unregistered until paid. The Mortgagor shall immediately notify the Mortgagee in writing of the creation or coming into existence of any Lien on or against all or any part of the Property or any Lease or any lease or rents referred to in paragraph 16 and of the terms and conditions thereof. The Mortgagee may from time to time obtain a court order vacating any construction or builders’ lien registered against all or any part of the Property and, if the Mortgagee considers it necessary, provide financial guarantees or other security to facilitate the obtaining of any such order. The Mortgagor shall immediately pay the Mortgagee all costs and expenses paid or incurred by the Mortgagee to obtain such order or to provide such guarantees or security. If the Mortgagor has a leasehold interest in the Property and the Mortgagor refuses or neglects to renew any Lease, the Mortgagee may (but shall not be under no obligation obligated to) from time to time effect any such renewal in its own name or otherwise. The Mortgagor shall immediately pay the same Mortgagee all costs and any amounts so advanced therefor expenses incurred by the Issuer or Mortgagee in connection with any such renewal. In so doing, the Trustee Mortgagee shall become an additional obligation not be considered a mortgagee in possession. Possession Until this Mortgage becomes enforceable, the Mortgagor shall be entitled to possession of the Borrower Property, subject to the one making terms of this Mortgage. Default Where the advancementIndebtedness of the Mortgagor to the Mortgagee is: a) of a demand nature, which amounts, together with interest thereon at then the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower Mortgagor shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.be

Taxes and Utility Charges. (a) The Borrower shall pay as the same respectively become due, all taxes, assessments, impact fees, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower from the Plant Project and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note Notes prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments assessments, impact fees and charges upon the Borrower's interest in the PlantProject), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments assessments, impact fees and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, impact fees, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer Issuer, the Trustee and the Credit Facility Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee and the Credit Facility Trustee with respect to this Loan Agreement and the Note Notes created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, or any part of the payments to be made under this Loan Agreement or the NoteNotes, will not be materially endangered nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Trustee and the Credit Facility Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer (unless such contest is against the Issuer), the Trustee and the Credit Facility Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer (unless such contest is against the Issuer) or the Trustee may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower shall furnish the Issuer, the Credit Facility Issuer Issuer, the Trustee and the Credit Facility Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower shall pay as the same respectively become due, all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by lien on any portion of the Project. (b) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer and the Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer or the Trustee may (but shall be under no obligation to) pay the same same, and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower agrees to pay on demand therefor. (c) The Borrower shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower Company shall pay as the same respectively become due, (i) all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower Issuer from the Plant Project and that, if not paid, would become a charge on the payments to be made under this Loan Lease Agreement or the Note prior to or on a parity with the charge thereof thereon created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the BorrowerCompany's interest in the PlantProject), (2) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and (3) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the Project. (b) The Borrower Company may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower Company may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower Company shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, Lease Agreement or any part of the payments to be made under this Loan Lease Agreement or the Note, will not be materially endangered endangered, nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower Company is unable to deliver such an opinion of Counsel, the Borrower Company shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the BorrowerCompany, indemnity satisfactory to the Trustee; but provided further, that any tax tax, assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer Issuer, the Credit Facility Trustee and the Trustee, at the expense of the BorrowerCompany, will cooperate fully in any such permitted contest. . (c) If the Borrower Company shall fail to pay any of the foregoing itemsitems required to be paid by it pursuant to (a) above, the Issuer or the Trustee may (but shall be under no obligation to) pay the same same, and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower Company to the one making the advancement, advancement which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower Company agrees to pay on demand therefor. (cd) The Borrower Company shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower Company under this Loan Lease Agreement.

Taxes and Utility Charges. (a1) The Borrower shall pay as the same respectively become due, all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project Plant (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower Issuer from the Plant and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof thereon created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the Borrower's interest in the Plant) or any of the Bond Documents (including, without limiting the generality of the foregoing, documentary stamp tax or intangible tax if, and to the extent, applicable), all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project Plant and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the ProjectPlant. (b2) The Borrower may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower shall notify notifies the Issuer Bondholder and the Trustee that that, in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment nonpayment of any such items, the liens of the Mortgage and the Security Agreement and the rights of the Trustee with respect to the Mortgage, the Security Agreement, this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, the Mortgage or the Security Agreement or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower is unable to deliver such an opinion of Counsel, the Borrower shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the Borrower, indemnity satisfactory to the Bondholder and the Trustee; but provided further, that any tax assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer Bondholder and the Trustee, at the expense of the Borrower, will cooperate fully in any such permitted contest. If the Borrower shall fail to pay any of the foregoing items, the Issuer Bondholder or the Trustee may (may, but shall be under no obligation to) , pay the same and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower to the one making the advancement, which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, Rate from the date of payment, the Borrower agrees to pay on demand therefor. (c3) The Borrower shall furnish the Issuer, the Credit Facility Issuer Bondholder and the Trustee, upon tupon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower under this Loan Agreement.

Taxes and Utility Charges. (a) The Borrower Company shall pay as the same respectively become due, (i) all taxes, assessments, levies, claims and charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project (including, without limiting the generality of the foregoing, any tax upon or with respect to the income or profits of the Borrower Issuer from the Plant Project and that, if not paid, would become a charge on the payments to be made under this Loan Agreement or the Note prior to or on a parity with the charge thereof thereon created by the Indenture and including ad valorem, sales and excise taxes, assessments and charges upon the BorrowerCompany's interest in the PlantProject), (2) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project and (3) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on any portion of the Project. (b) The Borrower Company may, at its expense, contest in good faith any such levy, tax, assessment, claim or other charge, but the Borrower Company may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom only if the Borrower Company shall notify the Issuer and the Trustee that in the opinion of Counsel, in form satisfactory to the Issuer and the Trustee, by non-payment of any such items, the rights of the Trustee with respect to this Loan Agreement and the Note created by the assignment under the Indenture, as to the rights assigned under this Loan Agreement, Agreement or any part of the payments to be made under this Loan Agreement or the Note, will not be materially endangered endangered, nor will the Project or any part thereof be subject to loss or forfeiture. If the Borrower Company is unable to deliver such an opinion of Counsel, the Borrower Company shall promptly pay or bond and cause to be satisfied or discharged all such unpaid items or furnish, at the expense of the BorrowerCompany, indemnity satisfactory to the Trustee; but provided further, that any tax tax, assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same. The Issuer and the Trustee, at the expense of the BorrowerCompany, will cooperate fully in any such permitted contest. . (c) If the Borrower Company shall fail to pay any of the foregoing itemsitems required to be paid by it pursuant to (a) above, the Issuer or the Trustee may (but shall be under no obligation to) pay the same same, and any amounts so advanced therefor by the Issuer or the Trustee shall become an additional obligation of the Borrower Company to the one making the advancement, advancement which amounts, together with interest thereon at the Overdue Rate, or the maximum contract rate permitted by law, whichever is lower, from the date of payment, the Borrower Company agrees to pay on demand therefor. (cd) The Borrower Company shall furnish the Issuer, the Credit Facility Issuer and the Trustee, upon request, with proof of payment of any taxes, governmental charges, utility charges, insurance premiums or other charges required to be paid by the Borrower Company under this Loan Agreement.