PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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necessity for any such extraordinary services and extraordinary expenses and the reasonableness of any such fees, charges or expenses; (b) To pay to the City any City fees and to hold the City harmless from all liabilities, costs and other expenses (including attorney's fees) of the City suffered, incurred or paid at any time in connection with any actions,transactions or other matters contemplated by or taken pursuant (or relating in any manner whatsoever) to the Bonds, the Indenture, the Mortgage, the Subordinate Mortgage, the Loan Agreement or any of the other documents executed or delivered in connection with the issuance of or otherwise related to the Bonds,including without limitation any official statements,placement memoranda or other offering materials, or as may arise in connection with any of the foregoing; (c) Subject to the provisions of Section 5.04 of the Loan Agreement, to each public or private person, firm or Borrower furnishing utility service or constructing or extending facilities for the furnishing of such service for the Project, when due and payable during the Term, all reasonable fees, charges and rentals for such service and facilities; and (d) Subject to the provisions of the Management Contract,to the Manager the Management Fee. No Set-Off; Borrower's Obligations Unconditional The obligation of the Borrower to make the payments required hereby shall be absolute and unconditional. Subject to the preceding sentence, until such time as the principal of, premium,if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower (i)will perform and observe all of its agreements contained in the Loan Agreement, and (ii)will pay without abatement, diminution or deduction (whether for taxes or otherwise)all amounts required to be paid hereunder,regardless of any cause or circumstance whatsoever including,without limiting the generality of the foregoing: any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against the City, the Trustee, any Holder of a Bond or any other person; any failure of the City to perform any covenant or agreement between the City and the Borrower; any indebtedness or liability at any time owing to the Borrower by the City, the Trustee, any Holder of a Bond or any other person; any acts or circumstances that may constitute failure of consideration;damage to or condemnation of the Project Facilities; failure or delay in completion of the Project; eviction by aramount title• commercial frustration of I ur i ose• bankru s tc or insolvenc of the City or the Trustee; any change in the tax or other laws of the United States of America or of the State or any political subdivision of either; foreclosure of the Mortgage or the Subordinate Mortgage; or any failure in the performance and observance any agreement,whether express or implied,or any duty,liability or obligation,arising out of or connected with the Loan Agreement, the Mortgage, the Subordinate Mortgage,