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8333729v2 9 Lender may deem reasonably necessary or as required by this Agreement. At Closing, $_______ of the Note proceeds will be disbursed for Issuance Expenses and $_______ of the Note proceeds will be disbursed to the trustee for the Prior Bonds to be applied to the refunding of the Prior Bonds on the Redemption Date. Upon Lender's receipt of an approved Disbursement Request from Borrower, Lender shall advance Note proceeds for the approved amount to the Borrower and disburse such proceeds pursuant to this Agreement to finance the Project Costs and Issuance Expenses, provided that no more than 2% of the amount actually advanced on the Note may be used to pay Issuance Expenses. Section 3.4 Repayment. Subject to the prepayment provisions set forth in the Note, the Borrower agrees to repay the Loan by making all payments of principal, interest, and any premium or charge that are required to be made by the Issuer under the Note at the times and in the amounts provided therein. All payments shall be made directly to the Lender as provided in the Note for the account of the Issuer. The Borrower represents and covenants that the source of payment of the Note is from revenues derived from its ownership of the Project and other funds of the Borrower obtained pursuant to its tax-exempt purposes. Section 3.5 Fee Payments. In addition to the repayments required by Section 3.4 hereof, the Borrower shall pay to the Issuer, as fee payments, the following amounts, in each case promptly after receipt of an appropriate invoice stating the basis and amount of the charge: all costs and expenses of the Issuer incurred in the issuance and payment of the Note and the making, administration and collection of the Loan, including (i) all costs incurred in connection with the purchase, transfer, registration, exchange or redemption of the Note, (ii) the reasonable fees and other costs incurred for services of such engineers, attorneys, management consultants, accountants and other consultants as are employed by the Issuer to make examinations and reports, provide services and render opinions required under this Agreement, and (iii) amounts advanced by the Issuer under the provisions of this Agreement and which the Borrower is obligated to repay. Section 3.6 Borrower's Obligations Unconditional. All payments required of the Borrower hereunder shall be paid without notice or demand and without setoff, counterclaim, abatement, deduction or defense. The Borrower will not suspend or discontinue any payments, and will perform and observe all of its other agreements in this Agreement, and, except as expressly permitted herein, will not terminate this Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction or damage to the Facility, eviction by paramount title, commercial frustration of purpose, bankruptcy or insolvency of the Issuer or the Lender, change in the tax or other laws or administrative rulings or actions of the United States of America or of the State of Minnesota or any political subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement.