FUEL, OR WHETHER OR NOT ANY HEAT WHATSOEVER IS OR
CAN BE PRODUCED BY THE NUCLEAR FUEL;
(B)
ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH EL
PASO MAY HAVE AGAINST THE TRUSTEE OR ANYONE ELSE, FOR ANY REASON WHATSOEVER;
(c)
ANY DEFECT IN TITLE OR OWNERSHIP OF THE NUCLEAR FUEL;
(D)
ANY LOSS, THEFT OR DESTRUCTION OF, OR DAMAGE TO, THE NUCLEAR FUEL, IN
WHOLE OR IN PART, OR CESSATION OF THE USE OR POSSESSION OF THE NUCLEAR FUEL BY
EL PASO FOR ANY REASON WHATSOEVER AND OF WHATEVER DURATION, OR ANY CONDEMNATION,
CONFISCATION, REQUISITION, SEIZURE, PURCHASE, TAKING OR FORFEITURE OF THE
NUCLEAR FUEL, IN WHOLE OR IN PART;
(E)
ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE OWNERSHIP OR THE USE OR
POSSESSION OF THE NUCLEAR FUEL BY EL PASO OR THE OWNERSHIP THEREOF BY THE
TRUSTEE;
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(F)
ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING BY OR
AGAINST EL PASO OR THE TRUSTEE;
(G)
ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR OTHER TERMINATION OF,
OR INTERRUPTION TO, ANY REQUIRED LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS,
APPROVALS OR OTHER LEGAL REQUIREMENTS;
(H)
THE INVALIDITY OR UNENFORCEABILITY OF THIS CONTRACT OR ANY OTHER
INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF THE TRUSTEE OR EL PASO TO
ENTER INTO THIS CONTRACT; OR
(I)
ANY OTHER CIRCUMSTANCES OR HAPPENING WHATSOEVER WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING. EL PASO HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME
HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO TERMINATE,
CANCEL, QUIT, RESCIND OR SURRENDER THIS CONTRACT EXCEPT IN ACCORDANCE WITH THE
EXPRESS TERMS HEREOF. If for any reason whatsoever this Contract shall be
terminated in whole or in part by operation of law or otherwise, except as is
specifically provided herein, El Paso nonetheless agrees to pay to the Trustee
an amount equal to the amounts payable by El Paso pursuant to Section 18 hereof.
Each payment made by El Paso pursuant to Sec­tion 3(j) hereof shall be final.
Notwithstanding the foregoing, if an error has been made in the computation of
an amount paid by
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El Paso pursuant to this Contract, which error has resulted in the payment by El
Paso of an amount in excess of or less than the amount which El Paso should have
paid pursuant to said Section, El Paso or the Trustee, as the case may be, shall
not be precluded by this Section 4 (a) from recovering the amount of such excess
or deficit from the appropriate party.
(b)
It is specifically understood and agreed that the Trustee has not made
nor has any obligation to make any warranties, representations, covenants or
undertakings as to the accounting treatment to be accorded El Paso, or as to the
federal or any state income or other tax consequences, if any, to El Paso, as a
result of or by virtue of the transactions