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reasonable dispatch. The Issuer hereby designates the Company as Issuer's agent for the purpose of overseeing, directing, supervising and monitoring the design, acquisition, construction, furnishing and equipping of the Project. The Company shall have sole management and control of the Project. The Company agrees to obtain all licenses, permits and consents required for the acquisition, construction, furnishing and equipping of the Project, and the Issuer shall have no responsibility therefor. Any and all amounts received by Issuer, Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall be retained or delivered to the Company. The Company shall comply with all of the provisions and shall perform all obligations of the Company set forth in the Indenture with respect to the completion of the Project. The Company will not take any action or fail to take any action that would reasonably be expected to adversely affect the qualification of the Project under the Act or the exclusion of the interest on the Tax-Exempt Bonds from gross income of the owners thereof for federal income tax purposes. The Company shall provide (from its own funds if required) all moneys necessary to complete the Project substantially in accordance with the plans and specifications for the Project. If the proceeds derived from the sale of the Bonds issued for such purpose are not sufficient to pay in full the Costs of the Project, the Company shall pay so much of the cost thereof as may be in excess of the proceeds of the Bonds and any investment income thereon available therefor. The Company agrees that if, after exhaustion of the proceeds derived from the sale of the Bonds and investment income thereon, the Company should pay any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Issuer or the Trustee nor shall it be entitled to any abatement, diminution or postponement of its payments hereunder. In addition, the Company agrees to pay the costs of issuing the Bonds which are not being paid with the proceeds of the sale of the Bonds either by paying any or all of such costs directly or by depositing the same with the Trustee. Any moneys so deposited with the Trustee shall be disbursed by the Trustee in accordance with written instructions from the Company. The completion of the Project shall be evidenced to the Trustee by a certificate in the form set forth in Exhibit E to the Indenture, signed by the Company Representative, delivered to the Trustee within 90 days of the date of completion of the Project pursuant to Section 503 of the Indenture. The Issuer will (i) cooperate with the Company so that any applicable sales tax will apply to the equipment as purchased rather than through taxation of lease payments, (ii) sign exemption certificates for those portions of the Project exempt from sales tax, and (iii) cooperate with the Company with respect to any audit by any taxing authority in connection with the Project but solely at the expense of the Company. Section 3.3. Project Documents. The Company shall procure and maintain in its files and available for inspection by the Issuer, the Trustee or, if the Letter of Credit is in effect, the Bank, upon request, copies of the following documents at such time as such documents become available and, except with respect to licenses and permits not then required, in any event by the time work is commenced on the portion of the Project to which they relate: (a) Plans and Specifications. All available preliminary and final plans and specifications for the Project. (b) Construction Contracts. All architect's and general contractor's contracts for the Project and all prime subcontractor's contracts and purchase orders for any equipment included in the Project. -8-