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200806452 accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Bonds are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer's Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. Section 8.21. Payments for Consent. The Company shall not, directly or indirectly, pay or cause to be paid any monetary consideration to or for the benefit of any Bondholder for or as an inducement to any consent under or waiver or amendment of any of the terms or provisions of this Agreement unless such consideration is offered to be paid and is paid to all Bondholders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Section 8.22. Payments Into and Withdrawals from Maintenance Reserve Fund. (a) The Company shall contribute annually, within 120 days of the end of its fiscal year, an amount equal to 50% of its Consolidated Cash Flow up to $350,000, for deposit into the Maintenance Reserve Fund maintained with the Trustee. Such amounts shall be available to the Company at any time to pay costs of any capital expenditures for the Facility upon requisition by the Company to the Trustee. In the event that the balance in the Maintenance Reserve Fund has reached $350,000 and subsequently falls below $350,000, the Company shall make semi-annual deposits of Consolidated Cash Flow as described above. Such deposits shall continue until the balance in the Maintenance Reserve Fund has reached $350,000. (b) The Company may withdraw funds at any time from the Maintenance Reserve Fund to pay costs of capital expenditures (which may include replacement equipment) for the Facility upon delivery to the Trustee of a certificate signed by the Authorized Company Representative specifying such capital expenditures. ARTICLE IX OPTIONS; PURCHASE OF PROJECT Section 9.01. Options To Terminate. The Company shall have, and is hereby granted, the option to terminate the Lease Term at any time prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) (i) by paying to the Trustee an amount which, when added to the amounts on deposit in the Debt Service Account of the Bond Fund and the amounts, if any, on deposit in the Debt Service Reserve Fund and available for such purpose, will be sufficient to pay, retire and redeem all the Outstanding Bonds in accordance with the provisions of the Indenture (including, without limiting the generality of the foregoing, principal of and interest to maturity or applicable redemption date, as the case may be, premium, if any, and expenses of redemption and the Issuer's, the Trustee's and 4834-8191-0786.7 50