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• Section 4.03 Additional Payments. The Borrower also agrees:
<br />(a) To pay to the Trustee, promptly after being billed, until the principal of, premium, if any,
<br />and the interest on the Bonds shall have been fully paid or provision for the payment thereof shall have
<br />been made in accordance with the provisions of the Indenture (i) all Ordinary Trustee Fees and Expenses
<br />and (ii) the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by
<br />the Trustee and extraordinary expenses incurred by the Trustee under the Indenture, as and when the same
<br />become due; provided, that the Borrower may, without creating a default hereunder, reasonably contest in
<br />good faith the necessity for any such extraordinary services and extraordinary expenses and the
<br />reasonableness of any such fees, charges or expenses;
<br />(b) To pay to the Issuer any Issuer fees and to hold the Issuer and ~a.~~v~~yl~~ harmless
<br />from all liabilities, costs and other expenses (including attorney's fees) of the Issuer suffered, incurred or
<br />paid at any time in connection with any actions, transactions or other matters contemplated by or taken
<br />pursuant (or relating in any manner whatsoever) to the Bonds, the Indenture, the Mortgages, this Loan
<br />Agreement, the Tax Exemption Agreement or any of the other documents executed or delivered in
<br />connection with the issuance of or otherwise related to the Bonds, including without limitation any audit
<br />(regular or random) by the Internal Revenue Service, rebate calculations or rebate analysis required to
<br />comply with the Code or requests of the Internal Revenue Service, official statements, placement
<br />memoranda or other offering materials, or as may arise in connection with any of the foregoing;
<br />(c) Subject to the provisions of Section 5.04 of this Loan Agreement, to each public or
<br />private person, firm or corporation furnishing utility service or constructing or extending facilities for the
<br />furnishing of such service for the Projects, when due and payable during the Term, all reasonable fees,
<br />charges and rentals for such service and facilities; and
<br />• (d) To pay the Issuer the fees and expenses that the Issuer requires for the issuance of bonds
<br />as a conduit issuer of any tax exempt bonds. The fee of the Issuer for the issuance of the Series 2005
<br />Bonds shall be $25,000 which shall be payable by the Borrower on the Date of Issuance.
<br />Section 4.04 No Set-Off: Borrower's Obligations Unconditional. The obligation of the
<br />Borrower to make the payments required hereby shall be absolute and unconditional. Subject to the
<br />preceding sentence, until such time as the principal of, premium, if any, and interest on the Bonds shall
<br />have been fully paid or provision for the payment thereof shall have been made in accordance with the
<br />Indenture, the Borrower (i) will perform and observe all of its agreements contained in this Loan
<br />Agreement, and (ii) will pay without abatement, diminution or deduction (whether for taxes or otherwise)
<br />all amounts required to be paid hereunder, regardless of any cause or circumstance whatsoever including,
<br />without limiting the generality of the foregoing: any defense, set-off, recoupment or counterclaim which
<br />the $orrower may have or assert against the Issuer, the Trustee, any Holder of a Bond or any other
<br />person; any failure of the Issuer to perform any covenant or agreement between the Issuer and the
<br />Borrower; any indebtedness or liability at any time owing to the Borrower by the Issuer, the Trustee, any
<br />Holder of a Bond or any other person; any acts or circumstances that may constitute failure of
<br />consideration; damage to or condemnation of the Projects; failure or delay in acquisition of the Project;
<br />eviction by paramount title; commercial frustration of purpose; bankruptcy or insolvency of the Issuer or
<br />the Trustee; any change in the tax or other laws of the United States of America or of the State or any
<br />political subdivision of either; foreclosure of the Mortgage; or any failure in the performance and
<br />observance any agreement, whether express or implied, or any duty, liability or obligation, arising out of
<br />or connected with this Loan Agreement, the Tax Exemption Agreement, the Mortgages, or the Indenture.
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