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200806452 An "Event of Taxability" shall be deemed to mean the failure of the Company to observe any covenant, agreement or representation herein or in the Tax Regulatory Agreement, which failure results in a Determination of Taxability. The term "Taxable Date" shall mean the date as of which occurred an Event of Taxability which resulted in a Determination of Taxability. The purchase price shall be applied, together with other available moneys in the Bond Fund, to the redemption of the Bonds in accordance with Section 9.01(c) thereof on the earliest possible date after notice as provided in the Indenture, whether or not such date is an interest payment date, to the Trustee's and the Paying Agents' fees and expenses under the Indenture accrued to such prepayment and redemption of the Bonds and to all sums due to the Issuer under this Agreement. Whenever the Company shall have been given any notice of prepayment of the Bonds pursuant to this Article X which includes a notice for redemption of the Bonds pursuant to Section 9.04 of the Indenture, all amounts payable under the first paragraph of this Article X shall become due and payable on the date fixed for the redemption of such Bonds. The parties recognize that the Bonds are being issued as obligations on which the interest is excluded from gross income for federal income tax purposes under Section 103 of the Code and that circumstances (not now contemplated or anticipated) may hereafter result in a Determination of Taxability as provided above. It is the intention of the parties hereto that the Company shall, under the circumstances set forth in the preceding sentence, provide each person who presents proof satisfactory to the Trustee that he is or was an owner for federal income tax purposes of a Bond on or after the Taxable Date with the relief prescribed in Section 9.04 of the Indenture, even though it might be thereafter determined by court order, ruling or otherwise that interest on the Bonds was, in fact, not subject to federal income taxes. ARTICLE XI GENERAL PROVISIONS Section 11.01. General Provisions. (a) The terms of this Agreement may be enforced as to one or more breaches either separately or cumulatively. (b) No remedy conferred upon or reserved to the Issuer, the Company or the Trustee in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In the event any provision contained in this Agreement should be breached by the Issuer or the Company and thereafter duly waived, such waiver shall be limited to the particular breach so waived and shall not be deemed to 4834-8191-0786.7 53