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12316323v3 22 ARTICLE V PROJECT FACILITIES Section 5.01 Use of Project Facilities. The Borrower will use the Project Facilities only in furtherance of its lawful purposes and will cause the Project Facilities to be used and operated as required by the Act or other applicable law. The Borrower will not use or permit any person to use the Project Facilities for any use or purpose in violation of the laws of the United States, the State of Minnesota, or any ordinance of the Issuer, and agrees to comply with all the orders, rules, regulations and requirements of the State of Minnesota and the Issuer, including the departments and boards of the Issuer, or any other governmental authority having jurisdiction over the Project Facilities. The Borrower shall have the right to contest by appropriate legal proceedings, without cost or expense to the Issuer, the validity of any law, ordinance, order, rule, regulation or requirement of the nature herein referred to. Section 5.02 Ownership, Maintenance and Possession of Project Facilities by Borrower. The Borrower agrees that so long as the Bonds are outstanding, the Borrower will own the Project Facilities and keep or cause to be kept the Project Facilities in good repair and good operating condition at its own cost, making such repairs and replacements as are necessary in the judgment of the Borrower. The Borrower represents that it has no present intention to sell, lease or otherwise dispose of the Project Facilities, other than to provide units to residents in the ordinary course of business, but the Borrower may sell or lease all or any part of the Project Facilities to a unit of state or local government or an organization described in Section 501(c)(3) of the Internal Revenue Code or enter into a lease with such a unit or organization of all or any part of the Project Facilities or enter into an agreement for the management or use of the Project Facilities so long as (i) no such sale, lease or agreement shall be inconsistent with the provisions of this Loan Agreement, the Indenture, the Mortgage or the Act, including Section 5.01 hereof, (ii) the Borrower shall remain fully obligated under this Loan Agreement and the Mortgage as if such sale, lease or agreement had not been made; (iii) subject to Section 5.08, any purchaser shall assume all of the obligations of the Borrower under this Loan Agreement and the Mortgage; and (iv) the Borrower shall cause to be furnished to the Trustee an opinion of Bond Counsel to the effect that the excludability from gross income, for federal income tax purposes, of interest on the Bonds shall not be jeopardized thereby. Any such lease or agreement shall contain a provision that any payment to become due to the Borrower thereunder shall be payable to the Trustee if an Event of Default exists, or the Trustee (with the advice of Counsel) may accept a conditional assignment from the Borrower of any such leases or agreements. Section 5.03 Liens. The Borrower will pay or cause to be paid all utility charges and other charges arising from the operations at the Project Facilities which, if unpaid, would become a lien on the Project Facilities and will not permit any lien or encumbrance except Permitted Encumbrances to be established or to remain unsatisfied against the Project Facilities, including any mechanics' liens; provided, that the Borrower may in good faith contest any mechanics' or other liens filed or established against the Project Facilities, 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 provided the Borrower delivers an opinion of Independent Counsel to the