Common use of Additional Charges Clause in Contracts

Additional Charges. The City agrees to pay as additional charges, when due, each and all of the following: (a) all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) to or upon the order of the Trustee, upon demand, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies; (c) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all indemnity payments required to be made under Section 7.3; (d) any and all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred by the Trustee or the Bank at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax Certificate.

Additional Charges. The City ▇▇▇▇▇▇▇▇ agrees to pay as additional charges, when due, each and all of the following:following (collectively, the “Additional Charges”): (a) upon the occurrence of a default under the Indenture or a Default under this Loan Agreement, and upon expiration of all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) notice and cure periods, to or upon the order of the TrusteeIssuer or the Bondowner Representative, upon demandwhen due, all reasonable fees of the Trustee Issuer or the Bondowner Representative for services rendered under the Indenture and any other amounts due under Section 11.2 hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture or this Loan Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (cb) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and (i) all indemnity payments required to be made under Section 7.3; this Loan Agreement and the Regulatory Agreements (dsuch indemnity payments being due to the Issuer or Indemnified Party upon written demand therefor and accruing interest at the Default Rate 60 days after notice of demand therefor); (ii) any and all out-of-pocket costs and reasonable expenses (including, without limitation, the including reasonable legal fees and expenses of any counsel, accountants or other professionalsexpenses) incurred by the Trustee or the Bank at any time, Issuer in connection with (1) the preparation, negotiation and execution of exercising its rights under this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to Agreement following a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsDefault; and (e) Reserved; and (f) All amounts owed under the Tax Certificate.

Additional Charges. The City agrees If Landlord shall give its consent to any ------------------ assignment of this Lease or to any sub-lease, Tenant shall in consideration therefor, pay to Landlord, as additional charges, when due, each and all of the followingAdditional Rent: (a) in the case of an assignment, an amount equal to the Recapture Percentage specified in Section 1.1 multiplied by all Issuance Expenses sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (including sums paid for the purchase or rental of part or all of Tenant's Property to the extent not paid from that such sums are intended as consideration for the proceeds assignment of the Series 2022 Bonds;Lease) less (ii) Tenant Expenses in connection with such assignment; and (b) to or upon in the order case of a sublease, (i) the Recapture Percentage specified in Section 1.1 multiplied by the amount by which the sublease rental exceeds the portion of the TrusteeRents allocable to the subleased space less (ii) Tenant Expenses in connection with such sublease. In computing this amount, upon demandthe sublease rental shall include all rents, all fees charge and other consideration payable to Tenant under the terms of the Trustee sublease and any collateral agreements, and also sums paid by the sublessee for services rendered under the Indenture and purchase or rental of all fees and charges or part of Tenant's Property to the extent that such sums are intended as sublease rental. The Rents allocable to the subleased space for any period shall equal the total Rents accruing during such period, multiplied by a fraction, the numerator of which is the Rentable Area of the paying agent, registrars, legal counsel, accountants, public agencies subleased space and others incurred in the performance on request denominator of which is the Rentable Area of the Trustee of services required under the Indenture for which the Trustee Premises. Said Additional Rent shall be paid by Tenant to Landlord as and such when said sums, rentals, and other persons consideration (or any portion thereof) are entitled to payment or reimbursementreceived by Tenant; provided that after payment Tenant shall receive a credit toward such Additional Rent in full thereof an amount equal to the City may, without creating a default hereunder, contest in good faith the necessity net unamortized or reasonableness undepreciated cost of any such services, fees or expenses other than the Trusteeof Tenant's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies; (c) Property that is sold to the Bank and assignee or sublessee in connection with such assignment or sublease, determined on the Trusteebasis of Tenant's federal income tax returns, such credit to be prorated over the Administrative Expensesperiod during which such sums, and all rentals, or other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which consideration are not otherwise specifically required to be paid by the City under assignee or sublessee, in proportion to the terms amount of such sums, rentals or other consideration received by Tenant. For purposes of this Loan Agreement and all indemnity payments required to be made under Section 7.3; (d) any and all out-of-pocket costs and expenses (including19.11, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred by the Trustee or the Bank at any time, "Tenant Expenses" in connection with (1) the preparationan EXECUTION COPY assignment or sublease shall mean all brokerage commissions, negotiation legal fees, takeover expenses and execution of this Loan Agreementcash contributions or alteration expenses incurred, the Indentureor to be incurred, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including by Tenant in connection with any sale, transfer, such assignment or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax Certificatesublease.

Additional Charges. The City agrees If Landlord consents to an assignment or ------------------ sublease, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium", as that term is defined in this Section 15.6, received by Tenant from such assignee ------------ or subtenant. "Transfer Premium" shall mean all rent, additional chargesrent or other consideration (collectively, when due"Consideration") payable by such assignee or subtenant in excess of the Monthly Rent and Direct Expenses payable by Tenant under this Lease, each and on a per rentable square foot basis if less than all of the following: Premises is transferred, after deducting all expenses incurred by Tenant for (a) all Issuance Expenses any changes, alterations and improvements to the extent not paid from Premises in connection with the proceeds of the Series 2022 Bonds; assignment or sublease, (b) any brokerage commissions in connection with the assignment or sublease,(c) any costs to buy-out or upon takeover the order previous lease of the Trusteean assignee or subtenant, upon demand, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies; (c) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all indemnity payments required to be made under Section 7.3; (d) any all allowances and monetary concessions, (e) all out-of-pocket attorneys' fees, architectural and design fees, marketing fees and advertising costs and expenses (including, without limitation, the reasonable consultants' fees and expenses of any counsel, accountants or other professionals) incurred by the Trustee or the Bank at any time, Tenant in connection with the Transfer, (1f) the preparationamount of any Monthly Rent, negotiation Direct Expenses and execution other additional rent paid by Tenant to Landlord with respect to the Premises subject to the Transfer during the period (the "Vacancy/Marketing Period") commencing on the later of: (i) the date Tenant contracts with a reputable broker to market the such portion of this Loan Agreement, the Indenture, Premises and notifies the Tax Intercept Agreement, the NoteLandlord in writing of such contract (or commences active negotiations with a prospective Transferee), and (ii) the date Tenant vacates the such portion of the Premises, until the commencement of the payment of periodic rent under the Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer (provided, however, at the election of Tenant given within thirty (30) business days following the giving of Landlord's consent to such Consent Transfer, Tenant may amortize all other Bond Documentsor any portion of such Transfer Costs over a shorter period or may elect to allocate such Transfer Costs to the earliest portion of the term of such Transfer until such Transfer Costs are exhausted). "Consideration" shall also include, any amendment of but not be limited to, key money and bonus money paid by an assignee or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including subtenant to Tenant in connection with such assignment or sublease, and any salepayment in excess of fair market value for assets, transferfixtures, inventory, equipment, or attempted sale furniture transferred by Tenant to an assignee or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax Certificatesubtenant.

Additional Charges. The City (a) In addition to all other rental charges provided for in this lease, the Tenant agrees to pay as additional charges, when due, each and all of the following"Additional Rental," its proportionate share of: (ai) all Issuance Expenses reasonable insurance premium costs, incurred by Landlord in connection with its obtaining and maintaining of fire, extended coverage and all risk insurance; rental insurance sufficient to include both Base Rent and Additional Rental; sprinkler damage insurance; and public liability insurance, all of which insurance coverage, if maintained, shall be in such amounts and with such companies as Landlord may deem reasonable or proper; (ii) all reasonable costs and expenses reasonably incurred by Landlord in connection with the Landlord's maintenance and repair of the entire premises of which the Premises are a part, in accordance with the provisions of this lease, including, but not limited to, the building grounds, parking area, utilities, as well as all other reasonable costs, fees and expenses incurred by the Landlord in performing its obligations hereunder, subject to the exclusions set forth below; and (iii) management fees for the operation of the Building, at an annual sum equal to four (4%) percent of the Modified Annual Base Rent. The Modified Annual Base Rent for a year is equal to the Annual Base Rent for such year less $90,470.58. The following items are not to be included in the calculation of Additional Rental payable by Tenant on account of operating expenses pursuant to this Paragraph 20: (1) wages, salaries, fees, and fringe benefits paid to administrative or executive personnel above the grade of manager and officers and/or partners of Landlord; (2) any charge for depreciation of the Building or equipment or any interest or other financing charge; (3) all costs relating to activities for the marketing and execution of leases, sublease, assignments and sales of other space in the Building; (4) the cost of electric current and other utilities furnished to any other leasable area in the Building; (5) the cost of: (i) repairs, alterations, additions, and improvements, to the extent not paid from required by the proceeds lease to be performed by Landlord at its cost and expense, and (ii) correcting defects in the original construction of the Series 2022 BondsBuilding; (6) the cost of any alterations, additions, changes, replacements or other items which under generally accepted accounting principles are classified as capital expenditures (including amortization and depreciation of any type); provided that the cost of capital expenditures which are (i) made for the primary purpose of reducing operating costs, but only to the extent that such expenditures do actually reduce operating costs, or (ii) which may be required by governmental authority under any law or regulation first enacted after the Commencement Date shall be included in operating expenses, amortized over the expected useful life of such improvement as reasonably determined by Landlord, together with interest on the unamortized balance at the Prime Rate; (7) Rental for items which, if purchased, would constitute a capital improvement or equipment. (8) interest, fines, penalties or late payment charges incurred as a result of Landlord's violation of the law or failure to pay Taxes or operating expenses in a timely fashion; (9) expenses related to Landlord's general corporate overhead and management office; (10) reserves of any kind, including, but not limited to, replacement reserves, and reserves for bad debts or lost rent or any similar charge not involving the payment of money to third parties; (11) fees and expenses for attorneys, with respect to eviction proceedings or any other cause of action against any other tenants in the Building; (12) costs, including permit, license and inspection costs, incurred with respect to the installation of any other tenants' or occupants' improvements made for other tenants or occupants in the Building or incurred in renovating or otherwise improving, decorating, painting, or redecorating space for other tenants or occupants of the Building; (13) any items otherwise reimbursed (or required to be reimbursed) under another tenant's lease other than as part of such tenant's share of operating expenses; (14) all costs related to Landlord's financing or refinancing in whole or in part of the Building (e.g., points, closing fees, attorneys' fees, environmental investigations); (15) costs arising from (i) Landlord's charitable and political contributions and association dues and expenses and (ii) costs for sculpture, paintings, or other objects of art or the insuring, repair, or maintenance thereof; (16) costs incurred by Landlord due to any violation of the terms and conditions of any lease of space, occupancy agreement or other agreement with respect to the Building; (17) costs which Landlord is obligated to pay to Tenant pursuant to this lease or otherwise; (18) the cost of any parties, ceremonies, or other events for tenants or third parties which are not tenants of the Building, whether conduced in the Building, or in any other location; (19) the cost of any labor, service, materials, supplies, or equipment, which is not comparable to the prevailing market rate for such labor, service, materials, supplies, or equipment at the time in comparable buildings; (20) the entertainment expenses and travel expenses of Landlord, its employees, agents, partners, or affiliates; and (21) costs, repairs and maintenance for items to the extent covered, or required to be covered, by insurance proceeds, guarantees or service contracts or which are otherwise reimbursed (or required to be reimbursed) to Landlord. (b) to or upon It is acknowledged that the order of the Trustee, upon demand, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies; (c) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required total annual Additional Rental to be paid by the City under Tenant pursuant to the terms provisions of Paragraph 19 and 20 of this Loan Agreement lease cannot be determined except on an annual basis. It is therefore agreed that, in addition to the payments of Additional Rental as may be provided for elsewhere in this lease, the Tenant shall pay the estimated monthly sum set forth in (10) of the Preamble on account of its Additional Rental obligations pursuant to the provisions of Paragraphs 19 and all indemnity 20 of this lease. Said estimated payments required shall be paid in advance, on the first day of each month, and shall be based on an annual period from January l through December 31 during each year of the Term hereof and shall be subject to adjustment from time to time by Landlord upon not less than thirty (30) days prior written notice to Tenant, provided that Landlord shall not adjust its estimate of Additional Rental more than two times in any twelve month period unless due to an unusual, unanticipated increase in operating expenses. On or about April 15 of each calendar year during Tenant's occupancy and the calendar year following termination of this lease, or as soon thereafter as is practical, Landlord shall furnish to Tenant a statement in reasonable detail of the actual taxes and operating expenses for the previous year. If for any calendar year Tenant's payments on account for taxes and operating expenses exceeds Tenant's proportionate share of the actual taxes and operating expenses, Landlord shall either credit the overpayment against the next installment of Rental due from Tenant or promptly refund to Tenant the overpayment. Conversely, if the payments made by Tenant on account of the prior year's taxes and operating expenses are less than Tenant's proportionate share of the actual taxes and operating expenses, Tenant shall pay to Landlord, within thirty (30) days after receipt of such statement, as Additional Rent, the underpayment with respect to Tenant's proportionate share of the taxes and operating expenses for the prior year. (c) At Tenant's written request, Landlord shall provide reasonable back up information supporting any annual statement delivered by Landlord pursuant to subparagraph (b) above. Each statement furnished by Landlord to Tenant pursuant to subparagraph (b) shall be conclusive and binding upon Tenant subject to Tenant's right to audit same within the two (2) years after Tenant has received such statement. Tenant shall pay the full amount of the Additional Rental shown to be due on the statement without delay, but by doing so shall not waive its audit rights nor its right to dispute the accuracy or appropriateness of any such statement or any item thereon. Tenant, or its authorized agent, shall have the right, upon reasonable advance notice and during business hours, to inspect the books and records of Landlord applicable to the determination of such annual statement for the purpose of verifying in good faith the information contained in such statement for a period of up to two (2) years after the receipt of such statement by Tenant. Landlord shall maintain at its office or the office of its managing agent full, complete and accurate books and records prepared in accordance with prudent building management practices with respect to the taxes and operating expenses included in Additional Rental, and shall retain such records with respect to each calendar year for a period not less than three (3) years following delivery of the annual statement for such year, provided, however, in the case of any dispute, Landlord shall keep such records until such dispute is completely and finally resolved. If as a result of any review by Tenant it is determined that an annual statement is in error, Landlord shall repay to Tenant any excess payment made under Section 7.3;by Tenant to Landlord within 30 days, with interest thereon at the Prime Rate from the time such payment was made to Landlord. In the event that the error caused the statement to overstate Tenant's proportionate share of taxes and operating expenses by two percent (2%) or more, Landlord shall reimburse Tenant within thirty (30) days following such determination for any overpayment of Additional Rent on account of such Operating Costs together with interest at the Overdue Interest Rate plus the reasonable costs of Tenant's audit. (d) any For the first and all out-of-pocket costs and expenses (including, without limitationlast Lease Years of the Term hereof, the reasonable fees and expenses portion of any counsel, accountants or other professionals) incurred Additional Rental to be paid by the Trustee or Tenant, other than for real estate taxes, shall be pro rated depending on the Bank at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating proportion which each such Lease Year shall bear to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person aforesaid annual period in which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax Certificateit falls.

Additional Charges. The City Borrower agrees to pay as additional charges, when due, each and all of the following:following (collectively, the “Additional Charges”): (a) all Issuance Expenses to Upon the extent not paid from occurrence of an Event of Default under the proceeds of the Series 2022 Bonds; (b) Indenture or a Default under this Agreement, to or upon the order of the TrusteeBondowner Representative, upon demandwhen due, all reasonable fees of the Trustee Bondowner Representative for services rendered under the Indenture and any other amounts due under Section 6.23 hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture or this Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (ci) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all All indemnity payments required to be made under Sections 6.23, 6.30, 9.4, 15.5 and 16.30 of this Agreement and Section 7.3[9] of the Regulatory Agreement (such indemnity payments being due to the Issuer or any Indemnified Party immediately upon written demand therefor and accruing interest at the Default Rate sixty (60) days after notice of demand therefor); (ii) all reasonable expenses (including reasonable legal fees and expenses) incurred by the Issuer in exercising its rights under this Agreement following a Default; and (iii) all other expenses incurred by the Issuer in relation to the Project which are not otherwise required to be paid by Borrower under the terms of this Agreement or any separate fee agreement, including costs incurred as a result of a request by Borrower; (c) Interest, at the Default Rate, on all payments not made by Borrower under Section 3.3 and this Section 3.4 when due, to the parties entitled thereto; (d) All taxes and assessments of any type or character charged to the Issuer affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and all out-of-pocket costs assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Issuer; (e) The reasonable fees, charges and expenses of the Issuer, Bondowner Representative or any agent or attorney selected by the Issuer to act on its behalf in connection with this Agreement, the Indenture, the Regulatory Agreement and the Tax Certificate (collectively, the “Bond Documents”), including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any Bonds or in connection with any litigation, investigation or other proceeding that may at any time be instituted involving the Bond Documents or any other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Bond Documents; (f) If any payment of principal or interest required under the Note is not received by Bondowner Representative (whether by direct debit or otherwise) on or before the fifteenth (15th) calendar day of the month (regardless of whether the fifteenth (15th) day falls on a Saturday, Sunday or legal holiday) in which it becomes due, Borrower shall pay, at Bondowner Representative’s option, a late or collection charge equal to four percent (4%) of the amount of such unpaid payment; (g) The annual fee of the Issuer, payable as set forth in Sections [4A(d) and 20] of the Regulatory Agreement, and the reasonable fees and expenses of the Issuer or any counselagents, accountants or other professionals) incurred attorneys, accountants, consultants selected by the Trustee or the Bank at any time, Issuer to act on its behalf in connection with (1) the preparation, negotiation Bonds and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, including, without limitation, any amendment and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of litigation which may at any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether time be instituted by involving the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note Bonds or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to other documents contemplated thereby, or payment of any obligations in connection with the reasonable supervision or inspection of the City hereunder Borrower, its properties, assets or operations or otherwise in accordance connection with the terms hereof or any other Bond Documentsadministration of the foregoing; and (eh) Reserved; and (fThe obligations in Sections 3.4(d), 3.4(e) All amounts owed under and 3.4(f) and those in Section 6.23 shall remain valid and in effect notwithstanding repayment of the Tax CertificateLoan hereunder or termination of this Agreement or the Indenture.

Additional Charges. ‌ The City Borrower agrees to pay as additional chargespay, when due, subject to the payment of amounts due under Section 4.2 hereof, all reasonable costs and expenses incurred in connection with the issuance of the Bonds (but only to the extent the same are not included in Ordinary Fees and Expenses and are not paid from the Cost of Issuance Fund established under the Indenture) and are not paid pursuant to Section 4.2 hereof (in the aggregate, the “Additional Charges”), including without limitation, the expenses listed in Section 3.4 hereof and each and all of the following: (a) all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) to or upon the order reasonable fees of the Trustee, upon demandthe Issuer (including the Issuer Administration Fee), all fees of the Trustee and any Holder for services rendered pursuant to the terms of the Indenture, any amounts due under Section 7.3 hereof (but only to the Indenture extent the same are not included in Ordinary Fees and Expenses and are not paid pursuant to Section 4.2 hereof) and all reasonable fees and reasonable charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies agencies, and others actually and reasonably incurred in the performance on request of the Trustee of services reasonably required under pursuant to the terms and conditions of the Indenture for which the Trustee and such other persons Persons are actually entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any reasonable fees or charges of public agencies, and any reasonable fees or expenses actually incurred and resulting directly from the occurrence and continuance of an Event of Default by the Borrower hereunder; (ci) all indemnity payments required to be made to the Bank Issuer and any Holder under Section 7.3 hereof; (ii) all reasonable expenses (including reasonable legal fees) incurred by the Trustee, Issuer or the Administrative Expenses, Trustee to exercise their rights under this Agreement following an Event of Default; and (iii) all other reasonable expenses incurred by the Bank and the Trustee Issuer in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Borrower under the terms of this Loan Agreement and all indemnity payments required or any separate fee agreement, including costs incurred as a result of a request by the Borrower; (c) amounts advanced by the Trustee pursuant to be made under Section 7.3the Indenture; (d) any and interest, at the Default Rate, on all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred payments not made by the Trustee or the Bank at any timeBorrower under Section 4.2 hereof and under this Section 4.3 when due, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documentsparties entitled thereto; and (e) Reserved; and If any payment required under this Agreement is not paid within ten (f10) All amounts owed under Business Days after such payment is due, then, at the Tax Certificateoption of the Bondholder Representative, the Borrower shall pay a late charge equal to three percent (3.0%) of the amount of such payment up to a maximum amount of $1,500.00, or the Borrower shall pay a late charge of $25.00, whichever is greater, to compensate the Bondholder Representative for administrative expenses and other costs of delinquent payments. This late charge may be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available to the Bondholder Representative including any interest due as a result of interest then accruing on the Bonds Outstanding at the Default Rate, if applicable.

Additional Charges. The City agrees If Sublandlord shall grant its consent to any proposed sublease or assignment, then Subtenant, in consideration therefor, shall pay to Sublandlord, as additional chargesAdditional Charges, when due, each and all a sum equal to 50% of the following: aggregate of all sums and other consideration received by Subtenant for or by reason of such proposed transfer (a) including all Issuance Expenses rents, charges and other consideration payable to the extent not paid from the proceeds of the Series 2022 Bonds; (b) to or upon the order of the Trustee, upon demand, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies; (c) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City Subtenant under the terms of this Loan Agreement the sublease or assignment and any collateral agreements, and also sums paid for the purchase or rental of any of Subtenant's Property), as and when such sums and other consideration are received by Subtenant; provided, however, that such Additional Charges shall be reduced (but not to less than zero) by the following amounts, to the extent that Subtenant shall have furnished to Sublandlord reasonably satisfactory documentation therefor: (a) in the case of a sublease, all indemnity payments required Rents theretofore actually paid to be made under Sublandlord by Subtenant hereunder for the subleased portion of the Premises during the term of such sublease (determined based on the ratio of the Rentable Area of the subleased portion of the Premises to the Rentable Area of the Premises, except to the extent that different Basic Rents are specified herein for different portions of the Premises); (b) any reasonable and customary brokerage commissions theretofore actually paid by Subtenant on account of such sublease or assignment; (c) any Additional Charges theretofore actually paid to Sublandlord pursuant to Section 7.3; 19.7(a) in connection with such assignment or sublease; (d) any and all reasonable advertising costs theretofore actually paid by Subtenant in connection with such assignment or sublease; (e) any out-of-pocket costs and expenses theretofore actually paid by Subtenant in providing concessions to the assignee or subtenant in connection with such transaction (including, without limitation, such as the cost of any tenant improvement allowance or other payment provided by Subtenant to such assignee or subtenant); (f) any reasonable fees and expenses charges theretofore actually paid by Subtenant to attorneys, architects and space planners reasonably necessary to effect such assignment or sublease; and (g) the net unamortized or undepreciated cost of any counsel, accountants of Subtenant's Property that was paid for by Subtenant (without contribution by Sublandlord) and that is sold to the assignee or other professionals) incurred by the Trustee or the Bank at any time, subtenant in connection with (1) such assignment or sublease, determined on the preparation, negotiation and execution basis of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax CertificateSubtenant's federal income tax returns.

Additional Charges. The City Borrower agrees to pay as additional chargespay, when due, subject to the payment of amounts due under Section 4.2 hereof, all reasonable costs and expenses incurred in connection with the issuance of the Bonds (but only to the extent the same are not included in Ordinary Fees and Expenses and are not paid from the Cost of Issuance Fund established under the Indenture) and are not paid pursuant to Section 4.2 hereof (in the aggregate, the “Additional Charges”), including without limitation, the expenses listed in Section 3.4 hereof and each and all of the following: (a) all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) to or upon the order reasonable fees of the Trustee, upon demandthe Issuer (including the Issuer Administration Fee), all fees of the Trustee and any Holder for services rendered pursuant to the terms of the Indenture, any amounts due under Section 7.3 hereof (but only to the Indenture extent the same are not included in Ordinary Fees and Expenses and are not paid pursuant to Section 4.2 hereof) and all reasonable fees and reasonable charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies agencies, and others actually and reasonably incurred in the performance on request of the Trustee of services reasonably required under pursuant to the terms and conditions of the Indenture for which the Trustee and such other persons Persons are actually entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any reasonable fees or charges of public agencies, and any reasonable fees or expenses actually incurred and resulting directly from the occurrence and continuance of an Event of Default by the Borrower hereunder; (ci) all indemnity payments required to be made to the Bank Issuer and any Holder under Section 7.3 hereof; (ii) all reasonable expenses (including reasonable legal fees) incurred by the Trustee, Issuer or the Administrative Expenses, Trustee to exercise their rights under this Agreement following an Event of Default; and (iii) all other reasonable expenses incurred by the Bank and the Trustee Issuer in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Borrower under the terms of this Loan Agreement and all indemnity payments required or any separate fee agreement, including costs incurred as a result of a request by the Borrower; (c) amounts advanced by the Trustee pursuant to be made under Section 7.3the Indenture; (d) any and interest, at the Default Rate, on all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred payments not made by the Trustee or the Bank at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax Certificate.Borrower under

Additional Charges. The City Company agrees to pay as additional chargesrent, when due, each and all of the following: (a1) all Issuance Expenses to of the extent Bonds not paid or reimbursed from the proceeds of the Series 2022 Bondsissuance Expense Account; (b2) to or upon the order of the Trustee, upon demandwhen due, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agentPaying Agent, registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City Company may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's ’s fees for ordinary services as set forth in the Indenture, paying agency Paying Agency fees and any fees or charges of public agencies; (c3) to the Bank and County, all expenses including reasonable attorney’s fees directly incurred by the Trustee, the Administrative ExpensesCounty to perform its obligations or exercise its rights under this Lease, and all other reasonable expenses incurred by the Bank and the Trustee County in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Company under the terms of this Loan Agreement Lease and all indemnity payments required to be made under Section 7.37.4; (d4) subject to the provisions of Section 5.4 hereof, to the County Treasurer of Otter Tail County, and to any and all out-of-pocket costs and expenses (including, without limitationother governmental official authorized by law to collect taxes levied on the Land or Plant or the privilege of using the same, the reasonable fees full amount of all such taxes, if any, when due and expenses of any counsel, accountants or other professionals) incurred by payable during the Trustee or the Bank at any time, in connection with (1) the preparation, negotiation and execution Term of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsLease; and (e5) Reserved; and (f) All amounts owed under subject to the Tax Certificateprovisions of Section 5.4 hereof, to each public or private person, firm or corporation furnishing utility service or constructing or extending facilities for the furnishing of such service for the Project, when due and payable during the Term of this Lease, all fees, charges and rentals for such service and facilities.

Additional Charges. The City Borrower agrees to pay as additional chargespay, when due, subject to the payment of amounts due under Section 4.2 hereof, all reasonable costs and expenses incurred in connection with the issuance of the Bonds (but only to the extent the same are not included in Ordinary Fees and Expenses and are not paid from the Cost of Issuance Fund established under the Indenture) and are not paid pursuant to Section 4.2 hereof (in the aggregate, the “Additional Charges”), including without limitation, the expenses listed in Section 3.4 hereof and each and all of the following:following:‌ (a) all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) to or upon the order reasonable fees of the Trustee, upon demandthe Issuer (including the Issuer Administration Fee), all fees of the Trustee and any Holder for services rendered pursuant to the terms of the Indenture, any amounts due under Section 7.3 hereof (but only to the Indenture extent the same are not included in Ordinary Fees and Expenses and are not paid pursuant to Section 4.2 hereof) and all reasonable fees and reasonable charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies agencies, and others actually and reasonably incurred in the performance on request of the Trustee of services reasonably required under pursuant to the terms and conditions of the Indenture for which the Trustee and such other persons Persons are actually entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any reasonable fees or charges of public agencies, and any reasonable fees or expenses actually incurred and resulting directly from the occurrence and continuance of an Event of Default by the Borrower hereunder; (ci) all indemnity payments required to be made to the Bank Issuer and any Holder under Section 7.3 hereof; (ii) all reasonable expenses (including reasonable legal fees) incurred by the Trustee, Issuer or the Administrative Expenses, Trustee to exercise their rights under this Agreement following an Event of Default; and (iii) all other reasonable expenses incurred by the Bank and the Trustee Issuer in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Borrower under the terms of this Loan Agreement and all indemnity payments required or any separate fee agreement, including costs incurred as a result of a request by the Borrower; (c) amounts advanced by the Trustee pursuant to be made under Section 7.3the Indenture; (d) any and interest, at the Default Rate, on all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred payments not made by the Trustee or the Bank at any timeBorrower under Section 4.2 hereof and under this Section 4.3 when due, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documentsparties entitled thereto; and (e) Reserved; and If any payment required under this Agreement is not paid within ten (f10) All amounts owed under Business Days after such payment is due, then, at the Tax Certificateoption of the Bondholder Representative, the Borrower shall pay a late charge equal to three percent (3.0%) of the amount of such payment to compensate the Bondholder Representative for administrative expenses and other costs of delinquent payments. This late charge may be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available to the Bondholder Representative including any interest due as a result of interest then accruing on the Bonds Outstanding at the Default Rate, if applicable.

Additional Charges. The City Borrower agrees to pay as additional charges, when due, each and all of the following:following (collectively, the “Additional Charges”): (a) upon the occurrence of a default under the Indenture or a Default under this Loan Agreement, and upon expiration of all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b) notice and cure periods, to or upon the order of the TrusteeIssuer or the Bondowner Representative, upon demandwhen due, all reasonable fees of the Trustee Issuer or the Bondowner Representative for services rendered under the Indenture and any other amounts due under Section 11.2 hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture or this Loan Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (ci) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all indemnity payments required to be made under Section 7.3; this Loan Agreement and the Regulatory Agreement (dsuch indemnity payments being due to the Issuer or Indemnified Party upon written demand therefor and accruing interest at the Default Rate 60 days after notice of demand therefor); (ii) any and all out-of-pocket costs and reasonable expenses (including, without limitation, the including reasonable legal fees and expenses of any counsel, accountants or other professionalsexpenses) incurred by the Trustee Issuer in exercising its rights under this Loan Agreement following a Default; and (iii) all other reasonable expenses incurred by the Issuer in relation to the Project or the Bank at any time, in connection with (1) Bonds which are not otherwise required to be paid by Borrower under the preparation, negotiation and execution terms of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City Agreement or any other person in any way relating to the Series 2022 Bondsseparate fee agreement, the Note or the other Bond Documents; (3) any attempt to enforce any rights including costs incurred as a result of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank a request by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsBorrower; and (ec) Reserved; and (f) All amounts owed interest, at the Default Rate, on all payments not made by Borrower under Section 3.3, this Section 3.4 and Section 3.8 when due, to the Tax Certificateparties entitled thereto.

Additional Charges. The City agrees to pay as additional charges, when due, each and all of the following: (a) If Landlord shall consent to any assignment of this Lease, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of (i) all Issuance Expenses sums and other consideration paid to Tenant by the assignee for such assignment (including sums paid for the purchase or rental of Improvements and/or Tenant's Property to the extent not paid from such sums are greater than the proceeds lesser of (A) the fair market sale or rental value of the Series 2022 Bonds;Improvements and/or Tenant's Property being sold or rented or (B) the unamortized cost of such Improvements and/or Tenant's Property as shown on Tenant's Federal tax returns) less (ii) reasonable brokerage commissions, reasonable legal fees, reasonable advertising costs and construction costs or allowances, to the extent actually incurred or granted by Tenant in connection with such assignment which amount shall be paid to Landlord within fifteen (15) days of Tenant's receipt thereof. (b) If Landlord shall consent to any sublease, Tenant shall, in consideration thereof, pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of (i) the base rent, additional rent or upon other payments received by Tenant under such sublease, as reduced by an amount equal to reasonable brokerage commissions, reasonable legal fees, reasonable advertising costs and construction costs or allowances, to the order extent actually incurred or granted by Tenant in connection with such sublease, less (ii) the Base Rent payable by Tenant pursuant to Article 4 and the Additional Rent payable by Tenant pursuant to Article 5 during the period of such sublease (the Trustee"Sublease Rent Payment"). The Sublease Rent Payment shall be payable by Tenant to Landlord within fifteen (15) days after receipt from the subtenant in each case. In calculating the Sublease Rent Payment, upon demand, all fees of it is understood that no rent shall be deemed to have been received by Tenant from the Trustee for services rendered under subtenant during any free rent period granted by Tenant to the Indenture and all fees and charges of subtenant pursuant to the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies;sublease. (c) For purposes of Section 19.9(b), the Base Rent and Additional Rent allocable to the Bank subleased space for any period shall equal the total Base Rent and Additional Rent accruing during such period multiplied by a fraction, the numerator of which is the rentable area of the subleased space and the Trustee, denominator of which is the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all indemnity payments required to be made under Section 7.3; (d) any and all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred by the Trustee or the Bank at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights rentable area of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documents; and (e) Reserved; and (f) All amounts owed under the Tax CertificatePremises.

Additional Charges. The City Borrower agrees to pay as additional charges, when due, each and all of the following:following (collectively, the “Additional Charges”): (a) all Issuance Expenses to upon the extent not paid from occurrence of a default under the proceeds of the Series 2022 Bonds; (b) Indenture or a Default under this Loan Agreement, to or upon the order of the TrusteeIssuer or the Bondowner Representative, upon demandwhen due, all reasonable fees of the Trustee Issuer or the Bondowner Representative for services rendered under the Indenture and any other amounts due under Section 11.2 hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture or this Loan Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (cb) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and (i) all indemnity payments required to be made under Section 7.3; this Loan Agreement and the Regulatory Agreement (dsuch indemnity payments being due to the Issuer or Indemnified Party upon written demand therefor and accruing interest at the Default Rate 60 days after notice of demand therefor); (ii) any and all out-of-pocket costs and reasonable expenses (including, without limitation, the including reasonable legal fees and expenses of any counsel, accountants or other professionalsexpenses) incurred by the Trustee Issuer in exercising its rights under this Loan Agreement following a Default; and (iii) all other reasonable expenses incurred by the Issuer in relation to the Project or the Bank at any time, in connection with (1) Bonds which are not otherwise required to be paid by Borrower under the preparation, negotiation and execution terms of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City Agreement or any other person in any way relating to the Series 2022 Bondsseparate fee agreement, the Note or the other Bond Documents; (3) any attempt to enforce any rights including costs incurred as a result of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank a request by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsBorrower; and (ec) Reserved; and (f) All amounts owed interest, at the Default Rate, on all payments not made by Borrower under Section 3.3, this Section 3.4 and Section 3.8 when due, to the Tax Certificateparties entitled thereto.

Additional Charges. The City Company agrees to pay as additional chargesrent, when due, each and all of the following: (a1) all Issuance Expenses to of the extent Bonds not paid or reimbursed from the proceeds of the Series 2022 Bondsissuance Expense Account; (b2) to or upon the order of the Trustee, upon demandwhen due, all fees of the Trustee for services rendered under the Indenture and all fees and charges of the paying agentPaying Agent, registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City Company may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's ’s fees for ordinary services as set forth in the Indenture, paying agency Paying Agency fees and any fees or charges of public agencies; (c3) to the Bank and City, all expenses including reasonable attorney’s fees directly incurred by the Trustee, the Administrative ExpensesCity to perform its obligations or exercise its rights under this Bond Lease, and all other reasonable expenses incurred by the Bank and the Trustee City in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Company under the terms of this Loan Agreement Bond Lease and all indemnity payments required to be made under Section 7.37.4; (d4) subject to the provisions of Section 5.4 hereof, to the City Treasurer of City of ▇▇▇▇▇▇▇▇▇, and to any and all out-of-pocket costs and expenses (including, without limitationother governmental official authorized by law to collect taxes levied on the Land or Plant or the privilege of using the same, the reasonable fees full amount of all such taxes, if any, when due and expenses of any counsel, accountants or other professionals) incurred by payable during the Trustee or the Bank at any time, in connection with (1) the preparation, negotiation and execution Term of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsLease; and (e5) Reserved; and (f) All amounts owed under subject to the Tax Certificateprovisions of Section 5.4 hereof, to each public or private person, firm or corporation furnishing utility service or constructing or extending facilities for the furnishing of such service for the Project, when due and payable during the Term of this Bond Lease, all fees, charges and rentals for such service and facilities.

Additional Charges. The City (collectively, the “Additional Charges”): Borrower agrees to pay as additional charges, when due, each and all of the following: (a) all Issuance Expenses to upon the extent not paid from occurrence of a default under the proceeds of the Series 2022 Bonds; (b) Indenture or a Default under this Loan Agreement, to or upon the order of the TrusteeIssuer or Bondowner Representative, upon demandwhen due, all reasonable fees of the Issuer, Bondowner Representative or the Bond Trustee for services rendered under the Indenture and any other amounts due under Section 11.2 hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture indenture or this Loan Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (ci) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and all indemnity payments required to be made under Section 7.3; this Loan Agreement and the Regulatory Agreement (dsuch indemnity payments being due to the Issuer or Indemnified Party upon written demand therefor and accruing interest at the Default Rate 60 days after notice of demand therefor); (ii) any and all out-of-pocket costs and reasonable expenses (including, without limitation, the including reasonable legal fees and expenses of any counsel, accountants or other professionalsexpenses) -▇▇- (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇▇▇▇▇▇ 00X82X8-000046 incurred by the Trustee Issuer in exercising its rights under this Loan Agreement or the Bank at any time, Regulatory Agreement following a Default; and (iii) all other reasonable expenses incurred by the Issuer in connection with (1) relation to the preparation, negotiation and execution Project or the Bond which are not otherwise required to be paid by Borrower under the terms of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City Agreement or any other person in any way relating to the Series 2022 Bondsseparate fee agreement, the Note or the other Bond Documents; (3) any attempt to enforce any rights including costs incurred as a result of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank a request by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsBorrower; and (ec) Reserved; and (f) All amounts owed interest, at the Default Rate, on all payments not made by Borrower under Section 3.3, this Section 3.4 and Section 3.8 when due, to the Tax Certificateparties entitled thereto.

Additional Charges. The City agrees to pay as additional charges, when due, each and all of the following: (a) It is the purpose and intent of Landlord and Tenant that the rent herein specified shall be absolutely “net-net-net” to Landlord, so that this Lease shall yield to Landlord, net of any and all Issuance Expenses costs and expenses of the Premises unless specifically excluded under this Section or Section 9(c), the rent specified in Paragraph 2(b) above, or, during any renewal term, the rent specified in Paragraph 6. Accordingly, Tenant agrees to assume and pay in addition to the rent, all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises which may arise or become due during the initial term and any renewal term of this Lease, except municipal, state and federal income taxes assessed against Landlord to the extent not paid from specified in Paragraph 3(b) and except for the proceeds costs of Landlord’s maintenance and repair obligations pursuant to Section 9(c). Without limitation as to the generality of the Series 2022 Bonds;foregoing, Tenant shall pay when due all real estate taxes and assessments with respect to the Premises, all reasonable costs and fees incurred in contesting same and/or negotiating with public authorities; the amount of any tax or excise on rent or on any service or services furnished under this Lease, all charges for snow removal and landscaping, the cost of all insurance required hereunder, except as set forth in Section 9(c), the cost of any and all repairs, replacements and alterations, whether exterior or interior and whether structural or non-structural, pertaining to the buildings situated on the Premises (excluding only repairs to the frame supporting the structure of the Premises and those items identified as the responsibility of the Landlord in Section 9(c)), the cost of all utility charges for gas, fuel, light, electricity, power, heat, water, sewerage and other governmental service charges which are or may be assessed or levied or become a lien upon the Premises, the cost of maintenance and janitorial services and all other operating expenses pertaining to the Premises and its use and occupancy hereunder. Tenant by these presents indemnifies and saves harmless Landlord from and against all loss, cost, damage and/or expense (including reasonable attorneys’ fees) incurred as a result of Tenant’s default of its obligations hereunder. Upon the expiration of the term or of the extended term hereof, all such costs and expenses which Tenant is required to pay hereunder shall be equitably apportioned and paid to the time of such termination. (i) Tenant may contest in good faith, by appropriate proceedings at its own expense, any real estate taxes or assessments, provided that Tenant shall first have paid such item, unless Landlord agrees that the payment of such item is to be postponed during the contest. Nothing herein contained, however, shall release Tenant of the obligation and duty to pay and discharge such contested item or items as finally adjudicated, with interest and penalties, and all other charges directed to be paid in or by any such adjudication. Any such contest or legal proceedings shall be begun by Tenant as soon as reasonably possible after the imposition of any contested item and shall be prosecuted to final adjudication with all reasonable promptness and dispatch; provided, however, that Tenant may, in its discretion, consolidate any proceeding to obtain a reduction in the assessed valuation of the Premises for tax purposes relating to any tax year with any similar proceeding or proceedings relating to one or more other tax years. Anything to the contrary herein notwithstanding, Tenant shall pay all such contested items before the time when the Premises or any part thereof might be forfeited as a result of nonpayment. (b) Nothing herein contained shall require Tenant to pay any municipal, state or federal income taxes assessed against Landlord’s receipt of any rental income herein; provided, however, that if at any time during the term of this Lease or the extended term hereof, the method of taxation prevailing at the commencement of the term hereof shall be altered so as to cause the whole or any part of the taxes, assessments or impositions now or hereafter levied, assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially, as a capital levy, or otherwise, on the rents received therefrom, or if any tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or based in whole or in part upon the order Premises and shall be imposed upon Landlord, then in that event all such taxes, assessments, levies, impositions and/or charges so measured or based shall be deemed to be included within the term taxes for the purposes of Paragraph 3(a) next above and shall be paid and discharged by Tenant the Trustee, upon demand, all fees same as herein provided in respect to the payment of the Trustee for services rendered under the Indenture real estate taxes and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agencies;assessments. (c) Without limitation as to the Bank and generality of the Trusteeforegoing, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation Tenant agrees to pay on or prior to the Series 2022 Bonds which are not otherwise specifically required due date all real estate taxes and assessments with respect to be paid by the City under Premises and to furnish Landlord with official receipts from the terms appropriate taxing authority or exact copies of this Loan Agreement and all indemnity payments required to be made under Section 7.3;the same evidencing the payment thereof within forty-five (45) days after the date when any real estate tax or assessment is due. (d) Landlord shall have the right, but not the obligation, after notice to Tenant to pay, for the account of Tenant, any and all out-of-pocket costs and expenses items not paid by Tenant hereunder when due (including, without limitation, real estate taxes and assessments and insurance premiums), and shall be entitled to reimbursement from Tenant within ten (10) business days after written notice with respect to all such payments, together with interest from the reasonable fees and expenses dates of any counselsuch payments to the date of actual reimbursement by Tenant, accountants or other professionals) incurred at the prime rate of interest as published by the Trustee or Wall Street Journal on the Bank at any timedate such payment is due. Notwithstanding the imposition and/or payment of an interest charge, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or non-payment of any obligations rent or other charges due hereunder shall continue to constitute a default of the City hereunder in accordance with the terms hereof or any other Bond Documents; andthis Lease. (e) Reserved; and (f) All amounts owed under Tenant shall be responsible for and pay before delinquency all municipal, county, state or federal taxes assessed during the Tax Certificateterm of this Lease against any personal property of any kind owned or used by or placed in, upon or about the premises by Tenant.

Additional Charges. The City Borrower agrees to pay as additional chargespay, when due, in immediately available funds at the Administrative Office of the Trustee, all costs and expenses incurred in connection with the Bonds (the “Additional Charges”), including without limitation, each and all of the following: (a) all Issuance Expenses on demand, for deposit in the Rebate Fund the amount of arbitrage rebate to the extent not paid from of any deficiency in the proceeds of the Series 2022 BondsRebate Fund; (b) to or upon the order of the Trustee, upon on the 15th day of each month, on demand, all fees the Ordinary Trustee Fees and the Trustee’s Extraordinary Fees and Expenses and other charges and expenses of the Trustee and the Rebate Analyst, for services rendered under deposit to the Indenture and all fees and charges of the paying agent, registrars, legal counsel, accountants, public agencies and others incurred in the performance on request of the Trustee of services required under the Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that after payment in full thereof the City may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesExpense Fund; (c) to the Bank and the Trustee, for deposit to the Administrative ExpensesExpense Fund, on the 15th day of each month, (A) all reasonable expenses (including legal fees) and expenses directly incurred by the Issuer to exercise its rights under this Loan Agreement following an Event of Default; (B) all other reasonable expenses incurred by the Bank and the Trustee Issuer in relation to the Series 2022 Bonds Project which are not otherwise specifically required to be paid by the City Borrower under the terms of this Loan Agreement, but which are otherwise required to be paid under the Redevelopment Contract, including, without limitation, the $1,500 Annual Administrative Fee of the Authority under the Funding Agreement (as defined in the Redevelopment Contract) payable on each anniversary of the Issue Date during the term of the Bonds and other fees and expenses payable by the Borrower under the Funding Agreement; and (C) all indemnity payments required to be made under Section 7.37.03 or the Redevelopment Contract; (d) any and to the Trustee, interest on all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred by payments not made to the Trustee or the Bank Issuer, respectively, under this Section 4.03 when due, at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond DocumentsDefault Rate; and (e) Reserved; and (f) All amounts owed to the Trustee, on demand, the cost of printing, preparing and delivering any Replacement Bonds under the Tax CertificateIndenture.

Additional Charges. The City Borrower agrees to pay as additional chargespay, when due, each and all of the following: (a) all Issuance Expenses to the extent not paid from the proceeds of the Series 2022 Bonds; (b1) to or upon the order of the Trustee, upon demandwhen due, all fees reasonable fees, costs, expenses, and charges of the Trustee for services rendered under the Indenture Subordinate Indenture, including any extraordinary services, including its Ordinary Trustee Fees and Expenses and Extraordinary Trustee Fees and Expenses and all fees reasonable fees, costs, expenses, and charges of the paying agentPaying Agent, registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance on request of the Trustee of services required under the Subordinate Indenture for which the Trustee and such other persons Persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, without creating a default hereunder, contest in good faith the necessity or reasonableness of any such services, fees fees, costs, expenses, or expenses other than the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciescharges; (c2) to the Bank Issuer, the Issuer Fee and any other Issuer Fees and Expenses (including Issuer Late Fees, if any); (3) to the Trustee, the Administrative Expenses, and amount of all other reasonable expenses incurred advances made by the Bank and the Trustee Trustee, if any, with interest thereon, as provided in relation Section 5.4 hereof; (4) to the Series 2022 Bonds which are not otherwise specifically Issuer or Trustee, as the case may be, interest at the rate equal to one percent (1%) over the prime rate on each payment commencing on the date when due and required to be paid by the City under the terms of in this Loan Agreement and all indemnity payments required Section to be made to the Issuer or Trustee, if not made when due and if not advanced by the Trustee under Section 7.3the Subordinate Indenture; (d5) any and all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any counsel, accountants or other professionals) incurred by the Trustee or the Bank at any time, Issuer in connection with the preparation of printed bonds; (16) to the preparation, negotiation and execution of this Loan AgreementRebate Analyst, the IndentureRebate Analyst’s fees, the Tax Intercept Agreement, the Notecosts, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documents; and (4) performing any of the obligations relating to or payment of any obligations of the City hereunder in accordance with the terms hereof or any other Bond Documentsexpenses; and (e7) Reserved; and (f) All amounts owed payments for the Issuer’s Unassigned Rights and any indemnity payments required to be paid by Borrower under any of the Tax CertificateSubordinate Loan Documents.

Additional Charges. The City ▇▇▇▇▇▇▇▇ agrees to pay as additional charges, when due, each and all of the following:following (collectively, the “Additional Charges”): (a) all Issuance Expenses to upon the extent not paid from occurrence and continuance of a default under the proceeds Indenture (beyond any applicable cure period) or an Event of the Series 2022 Bonds; (b) Default under this Agreement, to or upon the order of the TrusteeIssuer or Majority Owner, upon demandwhen due, all reasonable fees of the Issuer, Majority Owner or the Bond Trustee for services rendered under the Indenture and any other amounts due under Section 4 and 25(k) hereof which are not included in Ordinary Fees and Expenses, and all reasonable fees and charges of the paying agent, any registrars, legal counsel, accountants, engineers, public agencies and others incurred in the performance performance, on request of the Trustee Issuer, of services required under the Indenture or this Agreement for which the Trustee and such other persons are entitled to payment or reimbursement; , provided that after payment in full thereof the City Borrower may, upon notice to the Issuer and without creating a default Default hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses other than Ordinary Fees and Expenses, but the Trustee's fees for ordinary services as set forth in the Indenture, paying agency fees and any fees or charges of public agenciesIssuer’s final decision shall control; (cb) to the Bank and the Trustee, the Administrative Expenses, and all other reasonable expenses incurred by the Bank and the Trustee in relation to the Series 2022 Bonds which are not otherwise specifically required to be paid by the City under the terms of this Loan Agreement and (i) all indemnity payments required to be made under Section 7.3; this Agreement and the Regulatory Agreement (dsuch indemnity payments being due to the Issuer or Indemnified Party upon written demand therefor and accruing interest at the Default Rate sixty (60) any and days after notice of demand therefor); (ii) all out-of-pocket costs and reasonable expenses (including, without limitation, the including reasonable legal fees and expenses of any counsel, accountants or other professionalsexpenses) incurred by the Trustee Issuer in exercising its rights under this Agreement or the Bank at any time, in connection with (1) the preparation, negotiation and execution of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note, and all other Bond Documents, any amendment of or modification of this Loan Agreement, the Indenture, the Tax Intercept Agreement, the Note or the other Bond Documents (including in connection with any sale, transfer, or attempted sale or transfer of any interest herein to Regulatory Agreement following a participant or assignee); (2) any litigation, contest, dispute, suit, proceeding or action, whether instituted by the Bank, the Trustee, the City or any other person in any way relating to the Series 2022 Bonds, the Note or the other Bond Documents; (3) any attempt to enforce any rights of the Trustee or the Bank against the City or any other person which may be obligated to the Trustee and/or the Bank by virtue of this Loan Agreement, the Note, the other Bond Documents or any other Series 2022 Bonds related documentsDefault; and (4iii) performing any of all other reasonable expenses incurred by the obligations relating Issuer in relation to the Project or payment of any obligations of the City hereunder in accordance with Bonds which are not otherwise required to be paid by Borrower under the terms hereof of this Agreement or any other Bond Documentsseparate fee agreement, including costs incurred as a result of a request by ▇▇▇▇▇▇▇▇; and (ec) Reserved; and (finterest, at the Default Rate, on all payments not made by Borrower under Section 4, this Section 5(c) All amounts owed under and Section 25(k) when due, to the Tax Certificateparties entitled thereto.