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77060900v2
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<br />(c) Acceleration of the obligations of the Borrower hereunder upon an Event of
<br />Default prior to the First Optional Call Date, shall constitute an evasion of the prepayment
<br />provisions of this Agreement and any tender of payment of an amount necessary to satisfy the entire
<br />indebtedness evidenced by this Agreement shall include an acceleration premium, equal to the
<br />amount of interest which would have accrued on the amount of Borrower Note scheduled to be
<br />outstanding from the date of acceleration to, but not including, the First Optional Call Date.
<br />(d) In the event of a partial prepayment of the Borrower Loan (other than pursuant to
<br />Section 7(c) of the Borrower Note, the mandatory prepayment schedule set forth on the Debt
<br />Service Schedule shall be adjusted to provide for level debt service in respect of the Borrower Loan
<br />remaining outstanding after such partial prepayment, on the basis of the number of month s
<br />remaining in the original 480-month amortization schedule. The Controlling Person shall provide
<br />the Funding Lender and the Borrower with the Debt Service Schedule reflecting such adjustment
<br />promptly following any such partial prepayment. The Controlling Person, with the prior written
<br />consent of the Borrower, may deliver a modified Debt Service Schedule from time to time hereafter
<br />for any other purpose agreed to by Controlling Person and Borrower. In connection with any such
<br />modified Debt Service Schedule, the Controlling Person may, at its election and at Borrower’s
<br />expense, require a Favorable Opinion of Tax Counsel.
<br />Section 2.4 Obligations Absolute. The obligations of the Borrower under this Agreement, the
<br />Borrower Note and the other Funding Loan Documents shall be absolute, unconditional and irrevocable,
<br />and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances
<br />whatsoever, including without limitation the following circumstances: (i) any lack of validity or
<br />enforceability of the Funding Loan Documents or any other agreement or document relating thereto; (ii)
<br />any amendment or waiver of or any consent to or departure from the Funding Loan Documents or any
<br />document relating thereto; or (iii) the existence of any claim, set-off, defense or other right which the
<br />Borrower may have at any time against the Governmental Lender or the Funding Lender (or any persons
<br />or entities for whom the Funding Lender may be acting) or any other person or entity, whether in connection
<br />with this Agreement, the transactions described herein or any unrelated transaction. The Borrower
<br />understands and agrees that no payment by it under any other agreement (whether voluntary or otherwise)
<br />shall constitute a defense to its obligations hereunder, except to the extent that the Borrower Loan evidenced
<br />hereby has been indefeasibly paid in full, whether owing under this Agreement or under the other Funding
<br />Loan Documents.
<br />Section 2.5 Indemnification. The Borrower covenants to defend, indemnify and hold harmless
<br />the Governmental Lender, the Fiscal Agent, the Funding Lender, the Controlling Person, and each of their
<br />respective Affiliates and each of their and their Affiliates’ respective directors, officers, employees,
<br />representatives and agents (collectively, the “Indemnified Parties”), except as limited below, from and
<br />against any and all claims, damages, losses, liabilities, costs or expenses (including attorneys’ fees for
<br />counsel of each of the Indemnified Parties’ choice) whatsoever which the Indemnified Parties may incur
<br />(or which may be claimed against any of the Indemnified Parties by any person or entity whatsoever) by
<br />reason of or in connection with:
<br />(a) the Governmental Note, Funding Loan Agreement, Borrower Loan Agreement,
<br />Regulatory Agreement or Tax Agreement, or the execution or amendment hereof or thereof or in
<br />connection with the transactions contemplated hereby or thereby, including the issuance, sale or
<br />resale, defeasance or prepayment of the Governmental Note;
<br />(b) any breach by the Borrower of any representation, warranty, covenant, term or
<br />condition in, or the occurrence of any default under, this Agreement or the other Funding Loan
<br />Documents, including all reasonable fees or expenses resulting from the settlement or defense of
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