Tax Disallowance definition
Tax Disallowance means (i) the reduction, directly or indirectly, of any deduction (including, but not limited to, any deduction under Section 265 of the Code), exclusion (including, but not limited to, the exclusion provided in Section 812(g) of the Code), credit or other allowance that would, but for the Change in Law, have been allowable in computing any Noteholder's liability for any Federal tax, whether currently in existence or not, including, but not limited to, the tax imposed under Section 11 of the Code, or any successor thereto, (ii) the imposition of any Federal tax or levy of any nature (including, but not limited to, preference, excise or alternative minimum taxes), (iii) the increase in any rate of Federal tax (other than an increase in the Federal Tax Rate), rate of inclusion (other than an increase in the Inclusion Rate) of any item of adjustment to the alternative minimum taxable income of the Noteholder or levy upon any Noteholder (including, but not limited to, preference, excise or alternative minimum taxes) on some or all of the payments on the Notes, or (iv) any reduction in the after-tax yield on any Note to any Noteholder, based upon with respect to the Series A Notes, a 10.69% fully taxable Note, and with respect to the Series B Notes, a 10.87% fully taxable Note using the then current Federal Tax Rate and Inclusion Rate in Section 2.10(a).).
Tax Disallowance means (I) the reduction directly or indirectly of ---------------- any deduction (including, but not limited to, any net operating loss deduction or the extension of the provisions of Sections 265 (a) (2) or (b) of the Code), exclusion (including, but not limited to, the exclusion provided in Section 812 (g) of the Code), credit or other allowance that would but for the Change of Law, have been allowable in computing the Purchaser's liability for any Federal tax, whether currently in existence or not, including, but not limited to, the tax imposed under Section 11 of the Code, or any successor thereto, (ii) the imposition of any Federal tax or levy of any nature (including, but not limited to, preference, excise or alternative minimum taxes), (iii) the increase in any rate of Federal tax, rate of inclusion of any item of adjustment to the alternative minimum taxable income of an Indemnitee, or levy upon an Indemnitee (including, but not limited to, preference, excise or alternative minimum taxes) on some or all of the payments on the Notes, or (iv) any reduction in the net after-tax yield on any Note to an Indemnitee (using the then current Federal Tax Rate and Inclusion Rate) below the after-tax yield on a fully taxable Note bearing interest at the Gross-Up Rate.