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200806452 the Company consented; (iii) those liens and encumbrances resulting from the failure of the Company to perform or observe any of the agreements on its part contained in this Agreement; (iv) Permitted Encumbrances other than the Indenture and this Agreement; and (v) if the option is exercised pursuant to the provisions of Section 9.02(b) hereof, the rights and title of the condemning authority. Section 9.04. Relative Position of Options and Indenture. The options respectively granted to the Company in this Article shall be and remain prior and superior to the Indenture and may be exercised whether or not the Company is in Default hereunder, provided that no such Default will result in nonfulfillment of any condition to the right of the Company to obtain a conveyance of the Project by making the payments required hereunder. ARTICLE X OBLIGATION TO PURCHASE PROJECT IN EVENT OF A DETERMINATION OF TAXABILITY The Company shall be obligated to purchase the Project and, accordingly, prepay the Bonds within 180 days after a Determination of Taxability (as defined below) shall have occurred at the purchase price and otherwise as provided by Section 9.01(c)(i) of the Indenture. A "Determination of Taxability" shall have been deemed to occur if, as a result of an Event of Taxability (as defined below), a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or was includable in the gross income of an owner or beneficial owner of the Bonds for federal income tax purposes under the Code (other than an owner or beneficial owner who is a substantial user or related person within the meaning of Section 147(a) of the Code). However, no such decree or action will be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any holder of a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written notice from any Bondholder stating that (a) the Bondholder has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Bondholder for the reasons described herein or any other proceeding has been instituted against such Bondholder which may lead to a final decree or action as described herein, and (b) such Bondholder will afford the Company the opportunity to contest the same, either directly or in the name of the Bondholder, and until a conclusion of any appellate review, if sought, and the Trustee is satisfied that such information is accurate, then the Trustee shall promptly give notice thereof to the Company, the Issuer and the owner of each Bond then Outstanding. The Trustee shall thereafter coordinate any similar requests or notices it may have received from other Bondholders and shall keep them informed of the progress of any administrative proceedings or litigation. If a final decree or action as described above thereafter occurs, the Trustee shall make the required demand for payment of purchase price and prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified in this Article X, and in the manner provided by Section 9.04 of the Indenture. 4834~8191 ~0786.7 52