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<br />200806452
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<br />improvements to be made to the Project from time to time as it, in its discretion, may deem to be
<br />desirable for its uses and purposes, which remodeling, substitutions, modifications and
<br />improvements shall be included under the terms of this Agreement as part of the Project.
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<br />Section 4.08. Right To Discontinue Operation of Project. Although the Company
<br />intends to operate, or cause to be operated, the Project for its designed purposes until the date on
<br />which no Bonds are Outstanding, the Company is not required to operate, or cause to be operated,
<br />any portion of the Project after the Company shall deem in its discretion that such continued
<br />operation is not advisable and in such event it is not prohibited from selling, leasing, subleasing or
<br />retiring all or any such portion of the Project; provided, however, that, prior to any such sale, lease,
<br />sublease or retirement, the Company shall have provided to the Issuer and the Trustee (i) a
<br />Favorable Opinion with respect to any such sale, lease, sublease or retirement, and (ii) in the event
<br />that a portion of the Project will remain in operation subsequent to such sale, lease, sublease or
<br />retirement, the Company shall have provided to the Issuer and the Trustee the certificate of an
<br />independent engineer to the effect that the Project remains feasible notwithstanding the disposition
<br />of a portion thereof. Upon discontinuance of operation of the Project in accordance with this
<br />Section 4.08, the Company shall be discharged from its obligations to insure, maintain and repair
<br />the Project as set forth in Sections 4.06 and 4.07 hereof.
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<br />Section 4.09. Insurance and Condemnation Awards. The net proceeds of any insurance
<br />or condemnation award as a result of the destruction or condemnation of the Project or any portion
<br />thereof shall, at the option of the Company, either (a) be paid by the Company to the Trustee for
<br />deposit into the Bond Fund under the Indenture and for the prepayment of the purchase price of
<br />the Project hereunder to be used to redeem Bonds under Section 9.01(d)(i) or (ii) thereof, as the
<br />case may be, or (b) if determined to be feasible by an independent feasibility study obtained by the
<br />Company at its expense, be used by the Company to rebuild, restore or relocate, as the case may
<br />be, the affected portion of the Project.
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<br />Section 4.10. Taxation of Project. During the Lease Term, the Company will promptly
<br />remit or cause to be remitted when due all taxes, including specifically all sales taxes and
<br />ad valorem taxes, levied in respect of the Project or the Rent Payments payable hereunder to the
<br />appropriate taxing body. The Company has not and will not maintain that it is entitled, by virtue
<br />of the Project being financed under the Act, to any additional exemption from ad valorem taxes on
<br />the Project or sale and use taxes on personal property acquired in connection with the Project.
<br />Except as provided in the preceding sentence, the Company may, at its own expense and in its own
<br />name, in good faith contest any such taxes, assessments and other charges and, in the event of such
<br />contest, may permit the taxes, assessments or other charges so contested to remain unpaid during
<br />the period of such contest and any appeal therefrom. All taxes, assessments and other charges
<br />levied or imposed with respect to the Project shall be the obligation of the Company and/or any of
<br />its affiliates, and the Issuer shall have no obligation or liability in this regard.
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<br />Section 4.11. Issuer's Limited Liability. It is recognized that the Issuer's only source of
<br />funds with which to carry out its commitments under this Agreement will be from the proceeds
<br />from the sale of the Bonds or from any available income or earnings derived therefrom, or from
<br />any funds which otherwise might be made available by the Company; and it is expressly agreed
<br />that the Issuer shall have no financial liability, obligation or responsibility with respect to this
<br />Agreement or the Project except to the extent of funds available from such sources. The Bonds
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<br />4834-8191-0786.7
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