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payments for any amounts transferred from the Revenue Fund to the Trustee for
<br /> such purpose,and(ii)the reasonable fees and charges of the Trustee for necessary
<br /> extraordinary services rendered by it and extraordinary expenses incurred by it
<br /> under the Indenture,as and when the same become due;provided,that the Borrower
<br /> may,without creating a default hereunder, contest in good faith the necessity for
<br /> any such extraordinary services and extraordinary expenses and the reasonableness
<br /> of any such fees, charges or expenses;
<br /> (b) To pay to the City any City fees and to hold the City harmless from all liabilities,
<br /> costs and other expenses(including attorney's fees)of the City suffered, incurred
<br /> or paid at any time in connection with any actions, transactions or other matters
<br /> contemplated by or taken pursuant(or relating in any manner whatsoever)to the
<br /> Bonds,the Indenture,the Mortgage,the Subordinate Mortgage,this Agreement or
<br /> any of the other documents executed or delivered in connection with the issuance
<br /> of or otherwise related to the Bonds, including without limitation any official
<br /> statements,placement memoranda or other offering materials, or as may arise in
<br /> connection with any of the foregoing;
<br /> (c) Subject to the provisions of Section 5.04 hereof,to each public or private person,
<br /> firm or Borrower furnishing utility service or constructing or extending facilities for
<br /> the furnishing of such service for the Project, when due and payable during the
<br /> Term,all reasonable fees,charges and rentals for such service and facilities; and
<br /> (d) Subject to the provisions of the Management Contract, Section 6.12 hereof and
<br /> Section 5.02 ofthe Indenture,to the Manager the Senior Management Fee and,when
<br /> permitted,the Subordinated Management Fee when due.
<br /> Section 4.04 No Set-Off; Borrower's Obligations Unconditional. The obligation of the
<br /> Borrower to make the payments required hereby shall be absolute and unconditional. Subject to the
<br /> preceding sentence,until such time as the principal of,premium,if any,and interest on the Bonds shall have
<br /> been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture,
<br /> the Borrower(i)will perform and observe all of its agreements contained in this Agreement,and(ii)will pay
<br /> without abatement,diminution or deduction(whether for taxes or otherwise)all amounts required to be paid
<br /> hereunder,regardless of any cause or circumstance whatsoever including,without limiting the generality of
<br /> the foregoing: any defense, set-off, recoupment or counterclaim which the Borrower may have or assert
<br /> against the City,the Trustee,any Holder of a Bond or any other person; any failure of the City to perform
<br /> any covenant or agreement between the City and the Borrower; any indebtedness or liability at any time
<br /> owing to the Borrower by the City, the Trustee, any Holder of a Bond or any other person; any acts or
<br /> circumstances that may constitute failure of consideration; damage to or condemnation of the Project
<br /> Facilities;failure or delay in completion of the Project;eviction by paramount title;commercial frustration
<br /> of purpose; bankruptcy or insolvency of the City or the Trustee; any change in the tax or other laws of the
<br /> United States of America or of the State or any political subdivision of either; foreclosure of the Mortgage
<br /> or the Subordinate Mortgage; or any failure in the performance and observance any agreement, whether
<br /> express or implied,or any duty,liability or obligation,arising out of or connected with this Agreement,the
<br /> Mortgage,the Subordinate Mortgage,or the Indenture.
<br /> The Borrower hereby waives,to the extent permitted by law,any and all rights which it may
<br /> now have or which at any time hereafter may be conferred upon it,by statute or otherwise,to terminate or
<br /> cancel, or to limit its liability under this Agreement, the Mortgage or the Subordinate Mortgage except in
<br /> accordance with the express terms hereof.
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