PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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Agreement, the Borrower, may, upon request to the Trustee, be released and forever discharged from its obligations under the Loan Documents. For purposes of Sections 5.02 and Section 6.04 of the Loan Agreement, any change of the sole member of the Borrower from the Sole Member to another person shall be deemed a sale of all of the Project Facilities to such person. The Borrower will pay or cause to be paid all utility charges and other charges arising from the operations at the Project Facilities and the Mortgaged Property which., if unpaid,would become a lien on the Project Facilities or the Mortgaged Property and will not permit any lien or encumbrance except Permitted Encumbrances to be established or to remain unsatisfied against the Project Facilities or the Mortgaged Property, including any mechanics' liens; provided, that if no Event of Default has occurred and is continuing, the Borrower may at its own expense diligently prosecute and in good faith contest any mechanics' or other liens filed or established against the Project Facilities or Mortgaged Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the Borrower that,in the opinion of Independent Counsel, by nonpayment of any such items the Project Facilities, the Mortgaged Property or any part thereof will be subject to loss or forfeiture, in which event the Borrower shall promptly pay and cause to be satisfied and discharged all such unpaid items; provided that the Borrower may continue to contest such liens if it posts security deemed adequate by Independent Counsel and complies with all requirements related thereto in the Mortgage. The Borrower will pay or cause to be paid,as the same respectively become duet any taxes, special assessments, license fees and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the operations at the Project Facilities or Mortgaged Property,or any improvements., equipment or related property installed or brought by the Borrower therein or thereon. If no Event of Default has occurred and is continuing,the Borrower may,at its expense, in good faith contest any such taxes, assessments, license fees and other governmental charges and,in the event of any such contest,may permit the taxes,assessments,license fees or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the Borrower that, in the opinion of Independent Counsel, by nonpayment of any such items, the Project Facilities or Mortgaged Property or any part thereof,or the revenue therefrom,will be subject to loss or forfeiture, in which event such taxes, assessments, license fees or charges shall be paid promptly. The Borrower shall have the privilege from time to time at its cost and expense., of remodeling and of making additions,modifications, alterations,improvements and changes (hereinafter collectively referred to as "alterations") in or to the Project Facilities and Mortgaged Property as it,in its discretion,may deem to be desirable for its uses and purposes, subject, however, to the following: