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<br />right of set-off, defense or counterclaim to payment or performance of the terms or conditions of the
<br />Borrower Loan Agreement; and (vii) the execution, delivery and performance of the Funding Loan
<br />Documents to which it is a party and issuance of the Governmental Note is not in contravention of law or
<br />any agreement, instrument, trust indenture or other undertaking to which it is a party or by which it is bound
<br />and no other approval, consent or notice from any governmental agency is required on the part of the
<br />Governmental Lender.
<br />Section 2.8 No Litigation. The Governmental Lender represents and warrants that there is no
<br />action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board
<br />or body pending, or, to the best knowledge of the Governmental Lender, threatened against or affecting the
<br />Governmental Lender wherein an unfavorable decision, ruling or finding would adversely affect (i) the
<br />transactions contemplated by, or the validity or enforceability of, the Governmental Note, this Funding
<br />Loan Agreement or the other Funding Loan Documents to which the Governmental Lender is a party, or
<br />(ii) the exclusion from gross income of interest on the Governmental Note
<br />Section 2.9 Further Assurances. The Governmental Lender covenants that, upon payment or
<br />provision for payment of the fees and expenses to be incurred by the Governmental Lender in connection
<br />therewith, it will reasonably cooperate to the extent necessary with the Borrower and the Funding Lender
<br />in their defenses of the Security against the claims and demands of all Persons and will do, execute,
<br />acknowledge and deliver or cause to be done, executed, acknowledged and delivered such Funding Loan
<br />Agreement supplemental hereto and such further acts, instruments and transfers as the Funding Lender may
<br />reasonably require for the better pledging of the Security. Except for any amendment, modification,
<br />supplement, waiver or consent related to the Reserved Rights, the Governmental Lender shall not cause or
<br />permit to exist any amendment, modification, supplement, waiver or consent with respect to the Borrower
<br />Loan Agreement without the prior written consent of the Funding Lender, which consent shall be governed
<br />by Article VI hereof.
<br />Section 2.10 No Other Encumbrances; No Dissolution. The Governmental Lender covenants
<br />that, (i) except as otherwise provided herein and in the Borrower Loan Agreement, it will not sell, convey,
<br />mortgage, encumber or otherwise dispose of any portion of the Security, and (ii) to the fullest extent
<br />permitted by applicable law, for so long as the Governmental Note is outstanding, it will not dissolve,
<br />terminate or permit itself to be dissolved or terminated without a successor to its obligations hereunder and
<br />under the Governmental Note having assumed its obligations hereunder and under the Governmental Note.
<br />Section 2.11 No Personal Liability. No recourse shall be had for the enforcement of any
<br />obligation, promise or agreement of the Governmental Lender contained herein or in the Governmental
<br />Note or the other Funding Loan Documents to which the Governmental Lender is a party or for any claim
<br />based hereon or thereon or otherwise in respect hereof or thereof against any director, member, officer,
<br />agent, attorney or employee, as such, in his/her individual capacity, past, present or future, of the
<br />Governmental Lender or of any successor entity, either directly or through the Governmental Lender or any
<br />successor entity whether by virtue of any constitutional provision, statute or rule of law, or by the
<br />enforcement of any assessment or penalty or otherwise. No personal liability whatsoever shall attach to, or
<br />be incurred by, any director, member, officer, agent, attorney or employee as such, past, present or future,
<br />of the Governmental Lender or of any successor entity, either directly or through the Governmental Lender
<br />or any successor entity, under or by reason of any of the obligations, promises or agreements entered into
<br />in the Governmental Note or between the Governmental Lender and the Funding Lender, whether herein
<br />contained or to be implied here from as being supplemental hereto; and all personal liability of that character
<br />against every such director, member, officer, agent, attorney and employee is, by the execution of this
<br />Funding Loan Agreement and as a condition of, and as part of the consideration for, the execution of this
<br />Funding Loan Agreement, expressly waived and released.
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