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11-13-2024 Council Packet
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11-13-2024 Council Packet
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135242317v3 <br /> <br /> <br />18 <br /> <br />contemplated by this Project Loan Agreement or by the Project Loan Documents shall, <br />subject to the limitations set forth in Section 4.06 hereof, be absolute and unconditional, <br />and shall be paid or performed without notice or demand, and without abatement, <br />deduction, set-off, counterclaim, recoupment or defense or any right of termination or <br />cancellation arising from any circumstance whatsoever, whether now existing or hereafter <br />arising, and irrespective of whether Borrower’s title to the Project or to any part thereof is <br />defective or nonexistent, and notwithstanding any damage due to loss, theft or destruction <br />of the Project or any part thereof, any failure of consideration or frustration of commercial <br />purpose, the taking by eminent domain of title to or of the right of temporary use of all or <br />any part of the Project, legal curtailment of Borrower’s use thereof, the eviction or <br />constructive eviction of Borrower, any change in the tax or other laws of the United States <br />of America, the Property Jurisdiction or any political subdivision thereof, any change in <br />Governmental Lender’s legal organization or status, or any default of Governmental <br />Lender or Fiscal Agent hereunder or under any other Financing Document, and regardless <br />of the invalidity of any action of Governmental Lender or the invalidity of any portion of <br />this Project Loan Agreement. <br />(c) Payments from Borrower to Fiscal Agent or Loan Servicer. Each payment <br />by Borrower hereunder or under the Project Note shall be made in immediately available <br />funds to Loan Servicer on each Project Loan Payment Date or such other date when such <br />payment is due; provided, however, such Project Loan Payment shall be made directly to <br />Fiscal Agent if there is no Loan Servicer or if Borrower is so directed in writing by Funding <br />Lender Representative. Each such payment shall be made to Fiscal Agent or Loan Servicer, <br />as applicable, by deposit to such account as Fiscal Agent or Loan Servicer may designate <br />by written notice to Borrower. Whenever any Project Loan Payment or any other payment <br />under this Project Loan Agreement or under the Project Note shall be stated to be due on a <br />day that is not a Business Day, such payment shall be made on the first Business Day <br />immediately thereafter. <br />Section 4.02 Additional Payments Under the Project Note and Project Loan <br />Agreement. <br />(a) In addition to the payments set forth in Section 4.01 hereof, payments to be <br />made by Borrower under the Project Note include certain money to be paid in respect of, <br />among other things, the Fee Component, the Servicing Fee, and amounts required to be <br />deposited pursuant to the Continuing Covenant Agreement and the other Project Loan <br />Documents, as set forth in subsection (b) of this Section 4.02. To the extent that any portion <br />of the Fee Component, the Servicing Fee, or amounts required to be deposited pursuant to <br />the Continuing Covenant Agreement and the other Project Loan Documents remain due <br />and owing at any time, such amounts remaining due and owing shall be payable from <br />money on deposit in the Administration Fund as provided in Section 4.06 of the Funding <br />Loan Agreement or from other money of Borrower, to the extent that money in the <br />Administration Fund is insufficient for such purposes. All other fees and expenses shall be <br />payable from money of Borrower as provided in subsection (b) of this Section 4.02. <br />(b) In addition to the funding of the initial deposits required of Borrower <br />described in Section 3.03, Borrower shall pay (or cause to be paid by Loan Servicer, Fiscal
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