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73495086v3
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<br />Section 10.5 Costs, Expenses and Taxes. The Borrower agrees to pay on the Closing Date and
<br />thereafter within thirty (30) days after demand, all reasonable costs and expenses of the Governmental
<br />Lender, the Fiscal Agent, the Controlling Person and the Funding Lender in connection with the
<br />preparation, execution, delivery and administration of this Agreement, the other Funding Loan Documents
<br />and any other documents that may be delivered in connection with this Agreement or the other Funding
<br />Loan Documents or any amendments or supplements thereto, including, without limitation, the fees and
<br />expenses of the Engineering Consultant, the cost of an annual appraisal (but only upon the occurrence and
<br />during the continuation of an Event of Default) of the Project Facilities by an appraiser selected by the
<br />Controlling Person, and the reasonable fees and expenses of counsel for the Funding Lender and the
<br />Controlling Person with respect thereto and with respect to advising the Funding Lender and the Controlling
<br />Person as to their respective rights and responsibilities under this Agreement, the other Funding Loan
<br />Documents and such other documents, and all costs and expenses, if any, (including, without limitation,
<br />reasonable counsel fees and expenses of the Controlling Person and the Funding Lender) in connection with
<br />the enforcement of this Agreement, the other Funding Loan Documents and such other documents.
<br />Section 10.6 Severability; Interest Limitation. If any provision hereof is found by a court of
<br />competent jurisdiction to be prohibited or unenforceable in any jurisdiction, it shall be ineffective as to such
<br />jurisdiction only to the extent of such prohibition or unenforceability, and such prohibition or
<br />unenforceability shall not invalidate the balance of such provision as to such jurisdiction to the extent it is
<br />not prohibited or unenforceable, nor invalidate such provision in any other jurisdiction, nor invalidate the
<br />other provisions hereof, all of which shall be liberally construed in favor of the Governmental Lender in
<br />order to effect the provisions of this Agreement. Notwithstanding anything to the contrary herein contained,
<br />the total liability of the Borrower for payment of interest pursuant hereto shall not exceed the maximum
<br />amount, if any, of such interest permitted by applicable Legal Requirements to be contracted for, charged
<br />or received, and if any payments by the Borrower to the Funding Lender include interest in excess of such
<br />a maximum amount, the Funding Lender shall apply such excess to the reduction of the unpaid principal
<br />amount due pursuant hereto, or if none is due, such excess shall be refunded to the Borrower; provided that,
<br />to the extent permitted by applicable Legal Requirements, in the event the interest is not collected, is applied
<br />to principal or is refunded pursuant to this sentence and interest thereafter payable pursuant hereto shall be
<br />less than such maximum amount, then such interest thereafter so payable shall be increased up to such
<br />maximum amount to the extent necessary to recover the amount of interest, if any, theretofore uncollected,
<br />applied to principal or refunded pursuant to this sentence. Any such application or refund shall not cure or
<br />waive any Event of Default. In determining whether or not any interest payable under this Agreement
<br />exceeds the highest rate permitted by applicable Legal Requirements, any non-principal payment (except
<br />payments specifically stated in this Agreement to be “interest”) shall be deemed, to the extent permitted by
<br />applicable Legal Requirements, to be an expense, fee, premium or penalty rather than interest.
<br />Section 10.7 Conflicts. Insofar as possible the provisions of this Agreement shall be deemed
<br />complementary to the terms of the other Funding Loan Documents, but in the event of conflict the terms
<br />hereof shall control to the extent such are enforceable under applicable Legal Requirements.
<br />Section 10.8 Complete Agreement. Taken together with the other Funding Loan Documents
<br />and the other instruments and documents delivered in compliance herewith, this Agreement is a complete
<br />memorandum of the agreement of the Borrower, the General Partner, the Guarantor, the Controlling Person,
<br />the Funding Lender, the Governmental Lender and the Noteowners from time to time of the Governmental
<br />Note, with respect to the subject matter hereof.
<br />Section 10.9 Consent to Jurisdiction; Venue; Waiver of Jury Trial. The parties hereby
<br />irrevocably (i) agree that any suit, action or other legal proceeding arising out of or relating to this
<br />Agreement or the other Funding Loan Documents may be brought in any federal court located in the State
<br />and consents to the jurisdiction of such court in any such suit, action or proceeding; (ii) agree that any suit,
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