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<br />200806452
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<br />cause to be made or paid, when due, all Rent Payments with respect to any then outstanding Bonds
<br />which have been issued and delivered pursuant to this Agreement, in the manner and under the
<br />terms and conditions provided herein and in the Ordinance or Indenture, or which would change or
<br />affect Article II or Section 5.02(b), 6.02, 6.04, 6.05, 6.06, 6.07, 6.08, 7.01, 8.01, 8.02, 8.04, 8.05,
<br />11.03 or 11.04 hereof unless, in the judgment of the Trustee, which may be made in reliance upon
<br />an opinion of Counsel, such change or amendment would not materially adversely affect the
<br />interests of the Bondholders.
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<br />Section 11.04. Assignment and Subleasing. The Company may assign its interest in this
<br />Agreement, and sublease the Project, in whole or in part; provided, however, no assignment or
<br />sublease (other than pursuant to Section 8.02 hereof) shall relieve the Company from primary
<br />liability for any of its obligations hereunder, and without limiting the generality of the foregoing,
<br />in the event of any such assignment or sublease, the Company shall continue to remain primarily
<br />liable for its payments specified herein and for performance and observance of the other covenants
<br />and agreements on its part herein provided; and further provided that no assignment or sublease
<br />shall be effective unless there is delivered a Favorable Opinion with respect to such assignment or
<br />sublease. The Company shall, on or prior to the effective date of any such assignment or sublease,
<br />furnish or cause to be furnished to the Issuer and the Trustee notice of such assignment or
<br />sublease, together with the referenced Favorable Opinion, and a true and complete copy of each
<br />assignment or sublease, as the case may be.
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<br />Section 11.05. Lease Term. The term of this Agreement shall be from the date hereof to
<br />and including June 1, 2023, or until all payments and indemnities required to be made by the
<br />Company pursuant hereto shall have been made, provided that this Agreement may be terminated,
<br />subject to the provisions of Section 8.03(e) hereof, prior to such date if the Company shall exercise
<br />its option or be obligated to purchase the Project pursuant to this Agreement.
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<br />Section 11.06. Obligation To Purchase Project on Expiration of Lease Term. The
<br />Company hereby agrees to purchase, and the Issuer hereby agrees to sell, the Project for $100, and
<br />any and all sums then due to the Issuer under this Agreement, at the expiration or sooner
<br />termination of the Lease Term following full payment of the Bonds, or provision for payment
<br />thereof having been made, in accordance with the provisions of the Indenture. At the closing of
<br />the foregoing purchase, the Issuer shall deliver to the Company the documents referred to in
<br />Section 9.03 hereof. The right to purchase granted in this Section shall be and remain prior and
<br />superior to the Indenture and may be exercised whether or not the Company is in default
<br />hereunder, provided that no such default will result in nonfulfillment of any condition to this right.
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<br />Section 11.07. Notices. Any notice, request or other communication under this
<br />Agreement shall be given in writing and shall be deemed to have been given by either party to the
<br />other party at the addresses shown below upon any of the following dates:
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<br />(a) the date of notice by telefax, telecopy or similar telecommunications,
<br />which is confirmed promptly in writing;
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<br />(b) three Business Days after the date of the mailing thereof, as shown by the
<br />post office receipt if mailed to the other party hereto by registered or certified mail;
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<br />4834.8191-0786.7
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