04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 15 office for the account of the Issuer for deposit as provided in the Indenture. The Corporation shall furnish to the Issuer, if the Issuer so requests, advice of the transmittal of such payments at the time of transmittal of payment. Section 4.03 Additional Payments. The Corporation also agrees: (a) to pay to the Trustee, for itself or remittance to the paying agents, promptly after being billed, until the principal of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the provisions of the Indenture, (i) an amount equal to the annual fee of the Trustee, as trustee, for the ordinary services of the Trustee rendered and its ordinary expenses incurred under the Indenture, (ii) the reasonable fees and charges of paying agents on the Bonds for acting as paying agent as provided in the Indenture, as and when the same become due, and (iii) the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and extraordinary expenses incurred by it under the Indenture, as and when the same become due; provided, that the Corporation may, without creating a default hereunder, contest in good faith the necessity for any such extraordinary services and extraordinary expenses and the reasonableness of any such fees, charges or expenses; and (b) to pay to the Issuer all reasonable expenses of the Issuer incurred in connection with the issuance, payment, or redemption of Bonds or otherwise in connection with the transactions contemplated by this Loan Agreement and the Indenture. Section 4.04 No Set-Off; Corporation’s Obligations Unconditional. The obligation of the Corporation to make the payments required hereby shall be absolute and unconditional. Until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Corporation (i) will perform and observe all of its agreements contained in this Loan Agreement and (ii) will pay without abatement, diminution or deduction (whether for taxes or otherwise) all amounts required to be paid hereunder, regardless of any cause or circumstance whatsoever including, without limiting the generality of the foregoing: any defense, set-off, recoupment or counterclaim which the Corporation may have or assert against the Issuer, the Trustee, any Holder of a Bond or any other person; any failure of the Issuer to perform any covenant or agreement contained herein or in any other agreement between the Issuer and the Corporation; any indebtedness or liability at any time owing to the Corporation by the Issuer, the Trustee, any Holder of a Bond or any other person; any acts or circumstances that may constitute failure of consideration; damage to or condemnation of the Project Facilities; eviction by paramount title; commercial frustration of purpose; bankruptcy or insolvency of the Issuer or the Trustee; any change in the tax or other laws of the United States of America or of the State of Minnesota or any political subdivision of either; foreclosure of the Mortgage; or any failure of the Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation, arising out of or connected with this Loan Agreement, the Mortgage or the Indenture. The Corporation hereby waives, to the extent permitted by law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate or cancel, or to limit its liability under, this Loan Agreement or the Mortgage except in accordance with the express terms hereof.