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(a) No such sale, lease or agreement shall be inconsistent with the provisions of this
<br /> Agreement,the Indenture,the Mortgage,the Subordinate Mortgage, or the Act;
<br /> (b) The Borrower shall remain fully obligated under all Loan Documents as if such
<br /> sale, lease or agreement had not been made; and
<br /> (c) The Borrower shall cause to be delivered to the Trustee an opinion of Bond Counsel
<br /> to the effect that such transaction shall not cause interest on any Tax-Exempt Bonds
<br /> to be included in gross income for federal income tax purposes.
<br /> Notwithstanding the foregoing,so long as no Default or Event of Default has occurred and
<br /> exists under this Agreement,upon any sale of all or substantially all of the Project Facilities in accordance
<br /> with this Section and Section 6.04,the Borrower,may,upon request to the Trustee,be released and forever
<br /> discharged from its obligations under the Loan Documents.
<br /> For purposes of this Section and Section 6.04, any change of the sole member of the
<br /> Borrower from the Sole Member to another person shall be deemed a sale of all of the Project Facilities to
<br /> such person.
<br /> Section 5.03 Liens. The Borrower will pay or cause to be paid all utility charges and other
<br /> charges arising from the operations at the Project Facilities and the Mortgaged Property which, if unpaid,
<br /> would become a lien on the Project Facilities or the Mortgaged Property and will not permit any lien or
<br /> encumbrance except Permitted Encumbrances to be established or to remain unsatisfied against the Project
<br /> Facilities or the Mortgaged Property, including any mechanics' liens;provided,that if no Event of Default
<br /> has occurred and is continuing,the Borrower may at its own expense diligently prosecute and in good faith
<br /> contest any mechanics' or other liens filed or established against the Project Facilities or Mortgaged
<br /> Property,and in such event may permit the items so contested to remain undischarged and unsatisfied during
<br /> the period of such contest and any appeal therefrom unless the Trustee shall notify the Borrower that, in the
<br /> opinion of Independent Counsel, by nonpayment of any such items the Project Facilities, the Mortgaged
<br /> Property or any part thereof will be subject to loss or forfeiture,in which event the Borrower shall promptly
<br /> pay and cause to be satisfied and discharged all such unpaid items;provided that the Borrower may continue
<br /> to contest such liens if it posts security deemed adequate by Independent Counsel and complies with all
<br /> requirements related thereto in the Mortgage.
<br /> Section 5.04 Taxes and Other Governmental Charges. The Borrower will pay or cause to
<br /> be paid,as the same respectively become due,any taxes,special assessments,license fees and governmental
<br /> charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect
<br /> to the operations at the Project Facilities or Mortgaged Property,or any improvements,equipment or related
<br /> property installed or brought by the Borrower therein or thereon. If no Event of Default has occurred and
<br /> is continuing,the Borrower may,at its expense, in good faith contest any such taxes,assessments, license
<br /> fees and other governmental charges and,in the event of any such contest,may permit the taxes,assessments,
<br /> license fees or other charges so contested to remain unpaid during the period of such contest and any appeal
<br /> therefrom unless the Trustee shall notify the Borrower that, in the opinion of Independent Counsel, by
<br /> nonpayment of any such items, the Project Facilities or Mortgaged Property or any part thereof, or the
<br /> revenue therefrom,will be subject to loss or forfeiture,in which event such taxes,assessments,license fees
<br /> or charges shall be paid promptly.
<br /> Section 5.05 Alterations to Project Buildings. The Borrower shall have the privilege from
<br /> time to time at its cost and expense, of remodeling and of making additions, modifications, alterations,
<br /> improvements and changes(hereinafter collectively referred to as"alterations")in or to the Project Facilities
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