This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
good faith the necessity for any Extraordinary Services and Extraordinary Expenses and the amount of any
such Ordinary Services, Ordinary Expenses, Extraordinary Services or Extraordinary Expenses; provided
that fees for Ordinary Services provided for by the respective letter agreements agreed to by the Borrower
and the Trustee, the Registrar, and any Paying Agents and Authenticating Agents, respectively, shall be
considered to be customary.
(c) All Extension Payments and other sums required under Section 4.05 of the Indenture in
order to revise or extend the Mandatory Tender Date or remarket the Bonds, and the Borrower further
agrees to execute any and all certificates required by the Issuer, the Trustee or the Remarketing Agent in
order to effectuate such revision, extension or remarketing.
(d) To the Remarketing Agent, the Remarketing Agent Fee and any Remarketing Expenses.
(e) To the Issuer in immediately available funds, upon demand, for all costs and expenses,
including without limitation reasonable attorneys’ fees, paid or incurred by the Issuer in connection with
(1) the discussion, negotiation, preparation, approval, execution and delivery of the Bonds, the Indenture,
the Regulatory Agreement, this Loan Agreement, and the documents and instruments related hereto or
thereto; (2) any amendments or modifications to any of the foregoing documents, instruments or agreements
and the discussion, negotiation, preparation, approval, execution and delivery of any and all documents
necessary or desirable to effect such amendments or modifications; (3) the servicing and administration of
the Loan during the term hereof or thereafter; and (4) the enforcement by the Issuer during the term hereof
or thereafter of any of the rights or remedies of the Issuer hereunder or under the foregoing documents, or
any document, instrument or agreement related hereto or thereto, including, without limitation, costs and
expenses of collection in the Event of Default, whether or not suit is filed with respect thereto.
(f) To the Issuer, the administrative fee (the “Administrative Fee”) payable on a one-time basis
on the Closing Date in an amount equal to one half of one percent of the initial maximum principal amount
of the Bonds ($24,000,000). The Administrative Fee is not pledged to payment of the Bonds and may be
used by the Issuer for any proper purpose. The Administrative Fee is required by the Issuer for the purpose
of partially compensating the Issuer for services to be performed by it prior to and during the term of this
Loan Agreement but the Issuer is not required to provide an accounting to the Borrower of such services or
the Administrative Fee applied to such services.
Upon the payment, prepayment, or incurrence of any such cost, expense, or liability described in
this Section by any such party, the Additional Payments in respect thereof shall be payable upon written
demand to the Borrower, which demand shall be accompanied by invoices or other appropriate
documentation concerning the nature, amount and incurrence of such cost, expense or liability. If the
Additional Payments payable under this Section are not paid by the Borrower within 30 days of the
Borrower’s receipt of such demand, such Additional Payments shall bear interest from such thirtieth day at
the Interest Rate for Advances until the amount due shall have been fully paid.
Section 4.3 Place of Payments. The Borrower shall make all Loan Payments directly to the
Trustee at its designated corporate trust office. Additional Payments shall be made directly to the person
or entity to whom or to which they are due.
Section 4.4 Obligations Unconditional. The obligations of the Borrower to make Loan
Payments, Additional Payments, and any payments required of the Borrower under Sections 5.09 and 6.03
of the Indenture shall be absolute and unconditional, and the Borrower shall make such payments without
abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without
limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against
the Issuer, the Trustee or any other Person; provided that the Borrower may contest in good faith the
10Jump to an indexed page (744 of 744)