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392 Section 5.06. (a) Except as the Bank shall otherwise agree, the Borrower shall not sell, or otherwise dispose of, or permit the creation as security for debt or otherwise of any additional lien (other than the Mortgage) ranking in priority to or pari passu with the Mortgage on, any of the properties covered by the original mortgage created, or any of the properties acquired, in accordance with Section 5.04 (a) hereof.

(b) Except as the Bank shall otherwise agree, the Borrower shall not make any assignment of, or permit the creation of any lien on, any of its rights to and claims for payments from RWE and EVS under the Illwerke-Agreement ranking in priority to the Assignment, or securing any portions of any debt in excess of those maturing during any one year according to the original terms of any such debt. For the purposes of this subsection any debt or portion thereof that has become due and payable because of any default, bankruptcy, receivership, or for any other reason, prior to the date on which payment was contemplated in the ordinary course of business under the original terms of such debt, shall not be deemed to be maturing during any such one year.

Section 5.07. The Borrower shall pay or cause to be paid all taxes or fees, if any, imposed under the laws of the Guarantor or laws in effect in the territories of the Guarantor on or in connection with the execution, issue, delivery or registration of this Agreement, the Guarantee Agreement, the Bonds, the Mortgage or the Assignment, or the payment of principal, interest or other charges thereunder; provided, however, that the provisions of this Section shall not apply to taxation of, or fees upon, payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of the Guarantor.

Section 5.08. The Borrower shall pay or cause to be paid all taxes and fees, if any, imposed under the laws of the country or countries in whose currency the Loan and the Bonds are payable or laws in effect in the territories of such country or countries on or in connection with the execution, issue, delivery or registration of this Agreement, the Guarantee Agreement, the Bonds, the Mortgage or the Assignment.

Section 5.09. The Borrower agrees to the re-assignment by the Bank, at any time, of all rights or powers that the Bank may have under the Assignment to a trustee, or trustees, or a similar fiduciary or fiduciaries, for the equal and ratable benefit of all holders of the Loan and the Bonds. The Borrower shall take all such steps and execute and deliver all such documents as the Bank may from time to time reasonably request or as may from time to time be required in order to render or maintain such re-assignment valid and enforceable.

Section 5.10. The Borrower agrees to the assignment by the Bank, at any time, of the Mortgage to a trustee, or trustees, or a similar fiduciary or fiduciaries, for the equal and ratable benefit of all holders of the Loan and the Bonds. The Borrower shall take all such steps and execute and deliver all such documents as the Bank may from time to time reasonably request or as may from time to time be required in order to render or maintain such assignment of the Mortgage valid and enforceable. No. 531