19-3143 Issuing Utility System Revenue Bond, Series 2019

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In the event of a Determination of Taxability (defined below), the Interest Rate on the Series 2019 Bond shall be changed to the equivalent taxable rate effective retroactively to the date on which such Determination of Taxability was made. Immediately upon a Determination of Taxability, the Issuer agrees to pay to the Registered Holder subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (a) interest on the Series 2019 Bond for the period commencing on the date on which the interest on such Series 2019 Bond (or portion thereof) loses its tax-exempt status and ending on the earlier of the date such Series 2019 Bond ceased to be outstanding or such adjustment is no longer applicable to such Series 2019 Bond (the "Taxable Period") at a rate per annum equal to the equivalent taxable rate as adjusted each year on the anniversary date of the Series 2019 Bond in the same manner as the interest rate on the Series 2019 Bond was or would be adjusted, and (b) the aggregate amount of interest payable on such Series 2019 Bond for the Taxable Period under the provisions of such Series 2019 Bond without considering the Determination of Taxability, plus (ii) any interest, penalties on overdue interest and additions to tax (as referred to Subchapter A of Chapter 68 of the Code) paid or payable by such Registered Holder to the Internal Revenue Service by reason of such Determination of Taxability. The obligation of the Issuer to compensate the Registered Holder due to a Determination of Taxability (as hereinafter defined) shall, to the extent such a determination applies retroactively, continue after the maturity of the Series 2019 Bond. In establishing the interest rate payable on the Series 2019 Bond, the Registered Holder has taken into consideration: (a) the then current Maximum Corporate Income Tax Rate, as established in Section 11 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) the treatment of the Series 2019 Bond as a "qualified tax-exempt obligation" under Section 265 of the Code, and (c) the then current laws, rules, regulations, guidelines, directives or treaties (including but not limited to the Dodd Frank Wall Street Reform and Consumer Protection Act and the Basel Committee) (collectively, "Applicable Laws") and the then current interpretations of such Applicable Laws which affect the after-tax yield of the Registered Holder. Should there be future changes in the Code, Applicable Laws or related regulations or interpretations thereof which affect the after-tax yield to the Registered Holder, the Registered Holder may adjust the interest rate on the Series 2019 Bond in order to maintain the same after-tax yield as in effect on the date hereof. The Registered Holder shall promptly notify the Issuer in writing of any adjustments pursuant to this section. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant to this section may be retroactive. The Registered Holder shall certify to the Issuer in writing the additional amount, if any, due to the Registered Holder as a result of an adjustment pursuant to this section. Notwithstanding any provision of this section to the contrary, in no event shall the Interest Rate on the Series 2019 Bond exceed the maximum rate permitted by law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Series 2019 Bond becoming includable for federal income tax purposes in the gross income of the Registered Holder as a consequence of any act, omission or event whatsoever and regardless of whether the same was within or beyond the control of the Issuer. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the Issuer or Registered Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on the Series 2019 Bond is includable A-3