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? <br />? <br />. - .? <br />.,. <br />(b) 'I'he date on which the Company or the t3older sha.ll <br />be advised by private ruling, techn:ical advice, or any <br />other writk---en coinmunication f_rom any autlzorizec7 official oi <br />the In'Lernal Revenue Servi;.e thac, basecl upon any filinqs <br />of the Company, or upon any review or audit of the Cornpany, <br />or upon any other grounds whatsoever, an Event of <br />'Caxability has occczrred; <br />(c) The datL on cvhich the Coan-pariy s'riall receive <br />notice froin the Ho.lder in writing that the Hvlder has been <br />advised (i) that the Internal Revenur Serva_ce has assessed <br />as includable in the qross income of the Holder the <br />i.nterest on the Project E3ond due to L-he occurr_ence of an <br />Event of Taxability, or (ii) by anl autharized official of <br />the Interna.l Revenue Serv ice i_hat t'lie interest on the <br />Project Bond is includable in the gross income of the <br />Holder due to the occurrence of an Eveni of Taxability or; <br />(d) The date on which the Company receives a wri.tteri <br />opinion by an attorriey or Eirrn of attorneys of recognized <br />standing on the subject of municipal bonds selected by the <br />"r3older and approved by the Company, which approval shall <br />not be unreasonably withheld, that an Event of Taxability <br />has occurred; <br />Notwithstanding the faregoing, no Piria_l netermination shall <br />be dePmed to have occurre.7 as a result of a determination by the <br />Company pursuant to the preceding clause (a) unless suppartec3 by <br />a written opinion of an attorney or fir,m of attorneys of <br />recognized standing on the subject of ;nunicipal bonds acceptable <br />to the Holder that the interesi income on the Project Bond is <br />subject to Federal income taxation as a result oF the occurrence <br />of an Event of Taxability; and provided, further, that no Final <br />Determination shall be deemed to have occurred as a result of <br />events described in either of the preceding clauses (b) and (c) <br />if, within twenty (20) days after the date described in clauses <br />(b) and (c), Company notifies Holder of its desire to contest <br />the determination and Coiapany thereafter proznptly (1) provides <br />Halder with an opinion by an attorney or firm of attorneys of <br />recognized standing on the subject of municipal bonds to the <br />effect that a reasonable basis for contesting the deterinination <br />exists, and (2) indemnifies the Holder in a manner reasonably <br />satisfactory to 'riolder for all liabilities and expenses which <br />may be reasonably incurred by Holder in contesting the <br />determination. In the event of such contest, Company and Holder <br />shall take such reasonable steps as are necessary to avoid <br />payrnent of F'ederal incori?e taxes on the interest on this Bond and <br />a Final Determination shal_l be deemed to have occurred upon a <br />final judgment, decision or decree entered into by a court or <br />aAency of competent jurisaiction from which no further appeal <br />exists. As used herein, the term °rvent of Taxabil,ity" sizall <br />5