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40 matters pertaining to the Borrower and the Project, to enable Bond Counsel to render its opinions and otherwise advise the Issuer, to enable the Issuer to make any reports required by law, governmental regulation or the Indenture. Section 5.04. Annual Audit of Borrower. The Borrower shall cause its books and accounts to be audited annually, and a report thereon to be issued, within 120 days after the end of each Fiscal year, by an Independent Public Accountant and shall cause a signed report of such audit, conducted in accordance with generally accepted auditing standards, to be filed within 30 days after the issuance of such report with the Trustee. Section 5.05. Payment of Certain Taxes, Assessments. Lien and 911&rM. The Borrower will (a) pay, or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, levied or assessed by the federal, state or any municipal government upon any payments pursuant to this Loan Agreement or the Note when the same shall become due and (b) pay or cause to be discharged or make adequate provision to satisfy and discharge, within 60 days after the same shall accrue, any lien or charge upon any payments under this Loan Agreement or the Note. Section 5.06. Indemnification of Issuer. Trustee and Registrar and Paying, Agent. The Borrower releases the Issuer, the Trustee and the Registrar and Paying Agent from, agrees that the Issuer, the Trustee and the Registrar and Paying Agent shall not be liable for, and agrees to indemnify and hold the Issuer, the Trustee and the Registrar and Paying Agent harmless from, any liability for, or expense resulting from, any loss, cost or expense incurred as a result of claims or suits filed, and any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project or the financing or refinancing thereof, except where resulting from the negligence or willful misconduct of the Issuer, the Trustee, or the Registrar and Paying Agent or their agents or employees. Section 5.07. Maintenance of Corporate Existence. (a) The Borrower shall maintain its corporate existence, except as permitted by paragraphs (b) and (c) of this Section, and shall remain qualified to do business,in the State, or cause any successor corporation to be and remain so qualified or to file with the Trustee a consent to service of process in the State acceptable to the Trustee. (b) Subject to the provisions of Section 5.01 hereof, so long as the Credit Facility shall be in effect and the Credit Facility Provider shall not have wrongfully failed to honor any demand for funds under the Credit Facility Agreement, with the prior written consent of the Credit Facility Provider, the Borrower may consolidate with or merge into N11C, permit NHC to consolidate or merge into it or sell substantially all of its assets to NHC provided that the surviving, rep-Iting or transferee corporation or other business entity shall be a solvent corporation or other business entity and shall assume in writing all of the obligations of the Borrower under this Loan Agreement, including all covenants herein contained. - 17 -