Common use of Additional Payments Clause in Contracts

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay to such amounts, as Additional Payments hereunder, as shall be required by the Authority for the payment of all costs and expenses incurred by the Authority in connection with the execution, performance or enforcement by the Authority or the Trustee [other parties if applicable for variable rate bonds]County, as applicable, of this Facilities Lease, or any pledge of Base Rental payable hereunder, the case may beTrust Agreement, “its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Bonds or of the Trust Agreement; but not including Additional Payments,” as provided in this SectionPayments amounts required to pay the principal of or interest Bonds. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority or the Trustee from time to time, together together, if applicable, with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 days after receipt of the bill by the County. The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation and removal of future enter into leases to finance capital improvements other than the Trustee, payment of the Bonds and discharge of the IndentureCapital Project. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority Facilities, as hereinafter in respect of such affected rights or interests; this paragraph provided. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Facilities Lease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with this Loan Agreement, the Bonds approval of the County Administrator or the IndentureCounty Finance Director, includingor a duly authorized representative of the County, without limitationendorsed thereon, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, paid are expenses related to the Bonds or the Indenture or any lease of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.

Additional Payments. In addition to Loan RepaymentsRepayments [and payments on Obligation No. ], the Borrower shall also pay to the Authority or the Trustee [can add other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (thirty30) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Bond Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement [, Obligation No. ] or the Bond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, [Obligation No. ,] the Bonds or the Bond Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, [Obligation No. ,] the Bonds or the Bond Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of [the Borrower/any Members], its [its/their] properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Bond Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, [Obligation No. ] or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan RepaymentsFor the purposes of this Section 7: the term "Government Agency" shall mean any government or governmental, semi-governmental or judicial entity or authority or any self regulatory organization established under statute; the Borrower shall also pay term "Tax" includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a Government Agency, and any related interest, penalty, charge, fee or other amount; and the term "Excluded Tax" means a Tax imposed by a jurisdiction on the net income of a Noteholder because a Noteholder has a connection with that jurisdiction, but not a Tax which is calculated by reference to the Authority gross amount of a payment derived by a Noteholder under this Guaranty or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided another document referred to in this SectionGuaranty (without the allowance of a deduction) or which is imposed as a result of a Noteholder being considered to have a connection with that jurisdiction solely as a result of it being a party to this Guaranty or a transaction contemplated by this Guaranty. Such Whenever Additional Payments may be discharged Guarantor is obliged to make a deduction in whole or respect of Tax from any payment under this Guaranty, (a) it shall promptly pay the amount deducted to the appropriate Government Agency and (b) unless the Tax is an Excluded Tax, it shall pay the relevant Noteholder on the due date of the payment any additional amounts necessary (as determined by that Noteholder) to ensure that that Noteholder receives when due a net amount (after payment of any Taxes in part by payment actually received from amounts respect of those additional amounts) in the [Costs of Issuance Fund] or may be billed relevant currency equal to the Borrower by full amount that it would have received had a deduction not been made. Additional Guarantor shall indemnify the Authority or relevant Noteholder on demand against the Trustee Tax and any amounts recoverable from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more that Noteholder in respect of the below itemsTax. After such Additional Guarantor waives any statutory right to recover from a demand, amounts so billed shall be Noteholder any amount paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement7.

Additional Payments. In addition to the Loan Repaymentsrepayments, the Borrower shall also pay to the Authority Issuer or to the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All all taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder Issuer or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)assessments ) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer or the Trustee, 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 Trustee Issuer or the Trustee; (b) all reasonable fees, charges, and the Borrower has provided expenses of the Trustee with security for services rendered under the Indenture, as and indemnification reasonably deemed adequate by when the Trustee in respect of such affected rights or interests; All same become due and payable; (c) the reasonable fees and expenses of such accountants, consultants, attorneys attorneys, and other experts as may be engaged by the Issuer or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to ; (d) the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses, including reasonable attorney fees, of the Issuer in connection with this Agreement, the Project, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses attributable to incurred in connection with the authorization, issuance, sale, and delivery of the Bonds or in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, the administration of the Bonds, this Loan Agreementand any examination, investigation or audit of the Bonds, and any assessments, levies, fines, fees or penalties assessed by any governmental agency or authority in connection therewith, or related documentsin connection with the reasonable supervision or inspection of the Borrower, including without limitation all its properties, assets or operations or otherwise in connection with the administration of this Agreement. Such Additional Payments shall be billed to the Borrower by the Issuer or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within 30 days after receipt of the bill by the Borrower. In the event the Borrower should fail to make any of the payments required pursuant by this Section, the item in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower will pay the same with interest thereon at a rate per annum equal to one percent above the prime or reference rate from time to time publicly announced by and in effect for the largest commercial bank, as measured by assets, in the Seventh Federal Reserve District (with each change in such prime or reference rate resulting in a corresponding change in the rate to be paid hereunder), or, if such rate or rates shall exceed the maximum rate then permitted by law, at the maximum rate permitted by law; provided that, with the exception of the Trustee’s fees, interest shall not accrue on such obligation until written notice has been given to the Tax AgreementBorrower that such payment is past due.

Additional Payments. In addition to Loan Repayments(a) The Lessee shall pay, when due, the Borrower shall also pay following amounts to the Authority following persons, all as "Additional Payments" under this Lease Agreement: (i) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture or this Lease Agreement and all reasonable expenses (including without limitation reasonable fees and charges of any paying agent, bond registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee [under the Indenture or this Lease Agreement for which the Trustee and other parties if applicable for variable rate bonds], as persons are entitled to repayment or reimbursement; (ii) To the case may be, “Additional Payments,” as provided Issuer all reasonable expenses (including without limitation reasonable attorneys' fees) incurred by the Issuer in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed relation to the Borrower transactions contemplated by this Lease Agreement and the Authority or the Trustee from time Indenture, which are not otherwise to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower Lessee under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Lease Agreement or the Indenture; The annual fee ; (iii) To the appropriate person, such payments as are required (i) as payment for or reimbursement of the Authority, any and all reasonable costs, expenses and liabilities incurred by the Issuer, the Letter of Credit Provider or the Trustee or any of them in satisfaction of any obligations of the Lessee hereunder that the Lessee does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Lease Agreement, the Indenture, or the other Lessee Documents or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or the Trustee and that are incurred as a result of a request by the Lessee or a requirement of this Lease Agreement and that the Lessee is not otherwise required to pay under this Lease Agreement; (iv) To the Trustee, the cost of printing any Replacement Bonds; and (v) To the Remarketing Agent, the fees and expenses incurred primarily in connection with required to be paid under the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Remarketing Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time . (b) Additional Payments shall be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution deemed past due for purposes of this Loan Agreement) of this Loan Lease Agreement or if such remain unpaid after 30 days following the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreementdate when due. The Any past due Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising which are due to the transactions contemplated hereby Issuer, the Trustee or the Letter of Credit Provider shall continue as an obligation of the Lessee until they are paid and shall bear interest (including taxes and assessments assessed or levied by any public agency or governmental authority except as may be otherwise provided in the Letter of whatsoever character having power Credit Documents with respect to levy taxes or assessments); provided, however, that obligations owed to the Borrower shall have the right to protest any such taxes or assessments and to require the Trustee, Letter of Credit Provider) at the Borrower’s expense, prime rate of interest announced from time 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate time by the Trustee in respect of plus four percent during the period such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementAdditional Payments remain unpaid.

Additional Payments. In addition to Loan Repayments, the Borrower The City shall also pay in addition to the Base Rental Payments, to the Authority or the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may behereinafter provided, such amounts (“Additional Payments,” ”) in each year as shall be required for the payment of all costs and expenses incurred in connection with the execution, performance or enforcement of this Lease Agreement or the assignment hereof, the Indenture, or the respective interests in the Leased Property and the lease of the Leased Property by the Authority to the City hereunder, including but not limited to all fees, costs and expenses and all administrative costs of the Authority relating to the Leased Property including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), rebate payments, expenses, compensation and indemnification of the Trustee (to the extent not paid or otherwise provided in this Sectionfor out of the proceeds of the sale of the Bonds), fees of auditors, accountants, attorneys or engineers, insurance premiums, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or the Indenture. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower City by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts Amounts so billed shall be paid by the Borrower City within sixty (thirty60) 30 days after receipt of the ▇▇▇▇ bill by the BorrowerCity. The obligations of Any taxes levied against the Borrower under this Section shall survive Authority with respect to the resignation and removal Leased Property, the fees of the Trustee, payment of and any other expenses directly attributable to the Bonds and discharge of Leased Property shall be included in the Indenture. The Additional Payments to the Authority include: All payable hereunder. Any taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided against the Authority with security and indemnification reasonably deemed adequate by respect to real property other than the Authority in respect of such affected rights or interests; The reasonable Leased Property, the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any resolution securing bonds of the Authority or any agency Indenture other than the Indenture, and any other expenses directly attributable to any facilities other than the Leased Property shall not be included in the administrative costs of the State selected Leased Property and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular project of the Authority shall be equitably allocated among all such projects, including the Leased Property, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection with this Loan Agreementconsider the question and render an opinion thereon, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which shall be final and conclusive determination as to such allocation. The Trustee may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any conclusively rely upon a Certificate of the other documents contemplated therebyAuthority in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or by not the Attorney General items so requested to be paid are expenses of operation of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementLeased Property.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority Issuer or the Trustee [other parties if applicable for variable rate bonds]to Lender, as appropriate, the case may be, “following "Additional Payments,” as provided " in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed addition to the Borrower Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Authority closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the Trustee from time to timeperformance or enforcement of this Agreement, together with a statement certifying and the amount billed has been incurred or paid for one or more financing of the below items. After such a demandProject, amounts so billed shall be paid by the Borrower within including but not limited to: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this application, commitment or financing fees, if any; (b) indemnification payments pursuant to Section shall survive the resignation 8.03 and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All 8.06 hereof; all taxes and assessments of any type or character charged to the Authority Issuer or Lender affecting the amount available to the Authority Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that but excluding franchise taxes based upon the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, 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 capital and/or income of the Authority Issuer or Lender and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate taxes based upon or measured by the Authority in respect net income of such affected rights the Issuer or interestsLender; The (c) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority Issuer or Lender to prepare audits, financial statements, reports, reports or opinions or to provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration enforcement of the Loan; (both before and after the execution of this Loan Agreementd) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]insurance premiums not paid hereunder; and All (e) all other reasonable reasonable, direct and necessary fees administrative costs of Lender or Issuer and expenses attributable such other charges required to be paid in order to enforce its rights under this Agreement. Such 9 Additional Payments shall be billed to Borrower by Lender or Issuer, as the Bondscase may be, this Loan Agreementfrom time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or related documents, including without limitation all payments required pursuant to the Tax Agreementthat such amount is then payable for such items. The Additional Payments to the Trustee include: All taxes Amounts so billed shall be due and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied payable 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 Trustee, 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 within 30 days after receipt of the Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreementbill ▇▇ Borrower.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay in addition to the Base Rental Payments, to the Corporation, the Authority or the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may behereinafter provided, such amounts (“Additional Payments,” ”) in each year as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by required for the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds all costs and discharge of the Indenture. The Additional Payments to the Authority include: expenses as follows: (1) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); providedCorporation, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Corporation, the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding any taxes based upon the capital and/or income of the Trustee, the Corporation or any other person other than the County; provided, however, that the Borrower County shall have the right to protest any such taxes or assessments and to require the Authority, the Corporation or the Trustee, as the case may be, at the BorrowerCounty’s expense, to protest and contest any such taxes or assessments assessed or levied upon them and that the Borrower County 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 materially adversely affect the rights or interests of the Trustee Authority, the Corporation or the Trustee; (2) The reasonable annual (or other regular) fees and expenses of the Borrower has provided Trustee, and all reasonable fees, charges and expenses of the Trustee with security and indemnification reasonably deemed adequate for any extraordinary services rendered by the Trustee in respect under the Indenture, including without limitation any amounts payable to the Trustee by the Authority from Additional Payments pursuant to Section 8.06 of such affected rights or interests; All the Indenture, as and when the same become due and payable; (3) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority, the Corporation or the Trustee to prepare audits, financial statements, reports, statements or opinions or provide such other services as are reasonably required under this Facility Lease, the Loan Agreement, the Indenture or the Tax Certificate; (4) The reasonable expenses of the Authority in connection with the loan to the Corporation of the proceeds of the Series 2018A Bonds under the Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All any other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, documents contemplated hereby or related documentsthereby, including without limitation all payments required pursuant reasonable expenses incurred in connection with any litigation which may at any time be instituted involving such loan or the Loan Agreement, this Facility Lease, the Series 2018A Bonds, the Indenture or any other documents contemplated hereby or thereby and reasonable expenses incurred by the Authority in supervision and inspection of the County and its operations with respect to the use of the proceeds of the Series 2018A Bonds; and (5) Such amounts as may be necessary to satisfy the rebate requirements in accordance with the Tax AgreementCertificate. The Authority Issuance Fee shall be paid to the Authority as a Cost of Issuance on the Closing Date. Other Additional Payments shall be billed to the County by the Authority, the Corporation or the Trustee from time to time, together with (i) a statement executed by a duly authorized officer or agent of the Authority, the Corporation or the Trustee, as the case may be, stating that the amount billed has been incurred or paid by the Authority, the Corporation or the Trustee for one or more of the above items and (ii) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the County within thirty (30) days after receipt of the ▇▇▇▇ by the County. Payment by the County to the Authority, the Corporation or the Trustee of the amount so billed by any such party shall fulfill such payment obligation of the County.

Additional Payments. In addition to Loan Repaymentsthe Lease Payments, the Borrower City shall also pay to when due the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “following Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within : (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower City shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, at the BorrowerCity’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower City 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 Trustee Authority or the Trustee; (b) All reasonable fees, charges and the Borrower has provided expenses of the Trustee with security for services rendered under the Indenture as and indemnification reasonably deemed adequate by when the Trustee in respect of such affected rights or interests; All same become due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under the Site and Facility Lease, this Loan Lease Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other and (d) The reasonable and necessary fees and expenses attributable of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Site and Facility Lease, this Lease Agreement or the Indenture or the Bonds, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving the Site and Facility Lease, this Lease Agreement or the Indenture or the Bonds or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the City, its properties, assets or operations or otherwise in connection with the administration of the Site and Facility Lease, this Lease Agreement or the Indenture. (e) Any amounts due and payable by the City as arbitrage rebate under section 148 of the Code with respect to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to City’s covenants and agreements with respect thereto in Section 6.08 of the Tax AgreementIndenture and Section 5.10(c) hereof. Such Additional Payments shall be billed to the City by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a bill to the City for any amounts due with respect to arbitrage rebate under Section 6.08 of the Indenture, the calculation and payment for which is the responsibility of the City.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments, but excluding franchise taxes based upon the capital, income or revenues of the Trustee and taxes based upon or measured by the net income or revenues of the Trustee); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, as the case may be, at the Borrower’s expense, to protest and contest any such taxes or assessments assessed or levied upon them them, subject to the provisions of Sections 6.5 hereof; (b) In accordance with written fee agreements and that fee schedules therefor, all fees, charges and expenses of the Trustee, as and when the same become due and payable pursuant to the agreement between 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 and the Trustee and the Borrower has provided indemnification provisions of the Trustee with security Indenture and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All Sections 7.2 and 7.3 hereof; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, reports or opinions or to provide such other services required under this Loan Agreement or the Indenture; ; (d) All amounts payable payments provided in the Indemnification and Compensation Agreement; (e) All payments required to replenish the Debt Service Reserve Fund in accordance with Section 5.07 of the Indenture; (f) All payments required to replenish the Repair and Replacement Fund in accordance with Section 5.08 of the Indenture; (g) All payments required to replenish the Insurance and Property Taxes Fund in accordance with Section 5.10 of the Indenture; (h) All deposits required to be made to the Trustee under Operating Reserve Fund in accordance with Section [Indemnity Section]5.09 of the Indenture; and (i) All Reimbursement Obligations not paid as Loan Repayments and All other reasonable and necessary fees and expenses attributable the Insurer’s Surveillance Fee. Such Additional Payments shall be billed to the BondsBorrower from time to time by the Authority or the Trustee, as the case may be, together with a statement certifying that the amount billed has been incurred or paid for one or more of the above items in all invoices relating thereto. Except as otherwise provided in the Indenture with respect to Additional Payments described in subparagraphs (e), (f), (g), and (h) above, amounts so billed shall be paid by the Borrower within 30 days after receipt of the ▇▇▇▇ by the Borrower; provided, that the Authority or the Trustee may require that any item constituting an Additional Payment for which the Authority or the Trustee is itself unable to pay on an open account or deferred basis be paid by the Borrower within two days of written notice thereof before any expense is incurred for such item. It is the intention of the Authority and the Borrower that the Trustee, as assignee of the Authority’s rights under this Loan Agreement, or related documents, including without limitation all payments required Agreement pursuant to the Tax AgreementIndenture, shall receive funds from or on behalf of the Borrower, including funds the Trustee may receive as assignee of the Operator pursuant to the Assignment of Claims, in such amounts and at such times to make the Additional Payments described in Sections 4.2(e), (f) and (g) hereof. The Borrower shall receive a credit against its obligations to make such Additional Payments to the extent of funds available in the Revenue Fund to pay such amounts in accordance with the provisions for replenishment of the Debt Service Reserve Fund, the Repair and Replacement Fund and the Insurance and Property Taxes Fund in accordance with Sections 5.07, 5.08 and 5.10 of the Indenture, respectively.

Additional Payments. In addition (a) If it is determined by a nationally recognized United States public accounting firm selected by the Company and approved in writing by Executive (the “Auditors”) that any payment or benefit made or provided to Loan RepaymentsExecutive in connection with this Agreement or otherwise (collectively, a “Payment”), would be subject to the Borrower excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then Company shall also pay to the Authority or Executive, prior to the Trustee [other parties if applicable for variable rate bonds]time the Parachute Tax is payable with respect to such Payment, an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the case calculations required by this Agreement, the Auditors may bemake reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, “Additional Payments,” as good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided in this Section. Such Additional Payments may that the Auditors’ determinations must be discharged in whole or in part made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by payment actually received from amounts in Executive (and any filing made by a consolidated tax group which includes the [Costs Company) shall be prepared and filed on a basis consistent with the determination of Issuance Fund] or may be billed the Auditors with respect to the Borrower Parachute Tax payable by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below itemsExecutive. After such a demand, amounts so billed Executive shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, make proper payment of the Bonds amount of any Parachute Tax, and discharge at the request of the Indenture. The Additional Payments Company, provide to the Authority include: All taxes Company true and assessments correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and such other documents reasonably requested by the Company evidencing such payment. If, after the Company’s payment to Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten business days of such determination, Executive shall pay to the Company the amount of any type such reduction, or character charged the Company shall pay to the Authority affecting Executive the amount available to the Authority from payments to be received hereunder or in of any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)such increase; provided, however, that in no event shall the Borrower shall Executive have the right to protest any such taxes or assessments and to require the Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate refund obligation if it is determined by the Authority in respect Company (with its counsel) that to do so would violate the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as it may be amended from time to time; and provided, further, that if Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such affected rights or interests; amount is received by Executive. (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or Auditors (and any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select legal and accounting fees) incurred for services rendered in connection with the reasonable supervision or inspection Auditors’ determination of the Borrower, its properties, assets Parachute Tax or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate challenge by the Trustee in respect of Internal Revenue Service or other taxing authority relating to such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may determination shall be engaged paid by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementCompany.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in available proceeds of the [Costs of Issuance Fund] Loan or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (thirty30) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, final payment of the Bonds Loan and discharge termination of the Indenturethis Master Loan Agreement. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement or the IndentureAgreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement, the Bonds or the Indenture Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement or the IndentureAgreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Master Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes Certificate and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay to such amounts (herein called the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” ”) as provided shall be required by the Corporation for the payment of all costs and expenses incurred by the Corporation in connection with the execution, performance or enforcement of this SectionFacilities Lease or any assignment hereof, the Trust Agreement, its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Corporation related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Corporation under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Certificates or of the Trust Agreement, including amounts payable to the Certificate Insurer; but not including in Additional Payments amounts required to pay the principal and interest represented by the Certificates. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred paid by the Corporation or paid by the Trustee on behalf of the Corporation, for one or more of the below items above described, or that such amount is then payable by the Corporation or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 15 days after receipt of the bill by the County. The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations Corporation has entered into and may in the future issue enter into leases and other evidence of indebtedness to finance facilities other than the Facilities. The administrative costs of the Borrower under Corporation shall be allocated among said improvements and the Facilities, as hereinafter in this Section shall survive the resignation and removal paragraph provided. The fees of the TrusteeTrustee under the Trust Agreement, payment and any other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees of any trustee or paying agent under any indenture securing bonds of the Bonds Corporation or any trust agreement other than the Trust Agreement, and discharge any other expenses directly attributable to any improvements other than the Project or Facilities, shall not be included in the administrative costs of the Indenture. The Facilities and shall not be paid from the Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and payable hereunder. Any expenses of the Authority or Corporation not directly attributable to any agency particular improvement of the State selected Corporation shall be equitably allocated among all such projects, including the Facilities, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority Corporation to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Corporation, with this Loan Agreementthe approval of a duly authorized representative of the County, the Bonds or the Indenture, including, without limitationendorsed ▇▇▇▇▇▇▇, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, the Bonds or the Indenture or any paid are expenses of operation of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.

Additional Payments. In addition to Loan Repaymentsthe payments set forth in Section 3.1 and 3.2 hereof, the Borrower Borrowers, jointly and severally, shall also pay to the Authority Issuer or to the Trustee [other parties if applicable for variable rate bonds]Bond Trustee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority Issuer or to the Bond Trustee affecting the amount available to the Authority Issuer or the Bond Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority issuer of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Bond Trustee and taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Borrower Representative shall have the right to protest any such taxes or assessments and to require the AuthorityIssuer or the Bond Trustee, at the Borrower’s Borrowers’ expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower Borrowers 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 Authority and Issuer or the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; Bond Trustee; (b) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority Issuer or the Bond Trustee in connection with the performance of its duties hereunder or in the Trust Indenture and to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement Agreement, the Borrower Financing Documents or the Trust Indenture, including, but not limited to, any audit or inquiry by the Internal Revenue Service or any other governmental body; and (c) The annual fee fees and expenses of the AuthorityIssuer, including the Issuer’s Annual Fee, or any agent or attorney selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture, including, without limitation, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the such Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the any Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided Financing Documents. Such Additional Payments shall be billed to the Trustee with security and indemnification reasonably deemed adequate Borrowers by the Issuer or the Bond Trustee in respect of such affected rights from time to time, together with a statement certifying that the amount billed has been incurred or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged paid by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement Issuer or the Indenture; All Bond Trustee for one or more of the above items. After such a demand, amounts payable so billed shall be paid by the Borrowers within thirty (30) days after receipt of the ▇▇▇▇ by the Borrower. Notwithstanding the foregoing, the Issuer may, but shall not be required to, submit a ▇▇▇▇ to the Borrowers for payment of the Issuer’s Annual Fee. The Issuer’s Annual Fee shall be paid in semiannual installments on the six (6) month anniversary of the Closing Date and subsequently on the same day every sixth (6th) month thereafter. The amount of each semiannual payment shall be determined by multiplying (i) the principal amount of the Series 2021 Bonds Outstanding as of the last day of the calendar month preceding the installment payment due date by (ii) 0.03 percent (3 basis points) by (iii) one half (1/2). Any invoice furnished to any Borrower by the Issuer or the Bond Trustee pursuant to this Section 3.3 shall be deemed to constitute a written notice under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable 5.1(b) sufficient to cause the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant 30-day period specified in said Section 5.1(b) to the Tax Agreementcommence.

Additional Payments. In addition to the Loan Repayments, the Borrower shall also pay to the Authority or to the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority includefollows: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Authority or the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, 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 Trustee Authority or the Trustee; The Borrower’s Proportionate Share of all reasonable fees, charges and the Borrower has provided expenses of the Trustee with security for services rendered under the Indenture and indemnification reasonably deemed adequate by all amounts referred to in Section 8.06 of the Trustee in respect Indenture, as and when the same become due and payable; The Borrower’s Proportionate Share of such affected rights or interests; All the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary The Borrower’s Proportionate Share of all fees and expenses attributable of the Rating Agency (to the Bonds, extent not included in Costs of Issuance); The Borrower’s Proportionate Share of the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, the Notes or related documentsthe Indenture, including including, without limitation limitation, any and all payments required pursuant reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Notes or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Notes or the Indenture or any of the 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 this Loan Agreement; The Borrower's Proportionate Share of the amounts owed by the Authority under the Reimbursement Agreement; and The amount necessary to replenish any fund established under the Indenture, but only to the Tax Agreementextent then required under Section 5.02 of the Indenture. All such payments shall be made by the Borrower from the Deferral Amounts and other legally available funds of the Borrower, for payment to the Person or Persons entitled to such payments or for deposit to the appropriate fund or account held by the Trustee under the Indenture.#

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay to such amounts, as Additional Payments hereunder, as shall be required by the Authority or the Trustee [other parties if applicable for variable rate bonds]Purchaser, as applicable, for the case may bepayment of all costs and expenses incurred by the Authority or the Purchaser in connection with the execution, “Additional Payments,” performance or enforcement by the Authority or the County, as provided applicable, of this Facilities Lease, or any pledge of Base Rental payable hereunder, the Trust Agreement, the Continuing Covenant Agreement (to the extent not otherwise payable from Revenues), its interest in this Sectionthe Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Bonds or of the Trust Agreement and all obligations due and owing the Purchaser or any other Bondholder under the Continuing Covenant Agreement. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority Authority, the Purchaser or such other applicable Bondholder or the Trustee from time to time, together together, if applicable, with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the County, the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 days after receipt of the bill by the County (provided, that with respect to Additional Payments due and owing the Purchaser shall be payable within the time frame set forth in the Continuing Covenant Agreement). The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation and removal of future enter into leases to finance capital improvements other than the Trustee, payment of the Bonds and discharge of the IndentureCapital Project. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority Facilities, as hereinafter in respect of such affected rights or interests; this paragraph provided. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Facilities Lease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with the approval of the County Administrator or the County Finance Director, or a duly authorized representative of the County, endorsed thereon, in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or not the items so requested to be paid are expenses related to the lease of the Facilities. Other than the principal and interest on its behalf in connection with this Loan Agreementthe Bonds payable from Base Rental Payments hereunder, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority Purchaser and the other Bondholders under the Continuing Covenant Agreement constitute Additional Payments under this Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable 3.02 that the County shall pay to the Bonds, this Loan Agreement, Authority or related documents, including without limitation all payments required the Trustee for payment to the Purchaser or to the Purchaser directly at the time and in the amounts due pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Continuing Covenant Agreement.

Additional Payments. In (1) The City shall also pay, as rental hereunder in addition to Loan Repaymentsthe Base Rental Payments, the Borrower shall also pay to the Authority as hereinafter provided, such amounts in each Lease Year as shall be required for the payment of all amounts payable to the Owner pursuant to the Note Purchase Agreement. Amounts due pursuant to this subsection shall be due and payable within thirty days of the receipt of a statement or invoice therefor from the Purchaser in accordance with the Note Purchase Agreement. (2) The City shall also pay, as rental hereunder in addition to the Base Rental Payments and the Additional Payments provided in paragraph (1) of this subsection, to the Authority as hereinafter provided, such amounts in each year as shall be required for the payment of all fees, costs and expenses and all administrative costs of the Authority incurred by the Authority in connection with the execution, performance or enforcement of this Lease Agreement, the Indenture, the Note and the Note Purchase Agreement and the assignment hereof pursuant to the Indenture, and the Authority's interests in the Leased Property and the lease of the Leased Property by the Authority to the City hereunder, including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee [(to the extent not paid or otherwise provided for out of the proceeds of the sale of the Note), fees of auditors, accountants, attorneys or engineers, insurance premiums, and all other parties if applicable for variable rate bonds]reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of this Lease Agreement, as the case may beIndenture, “Additional Payments,” as provided in this Sectionthe Note and the Note Purchase Agreement. Such The foregoing Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower City by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority, or the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then so payable for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower City not later than the latest time as such amounts may be paid without penalty or, if no penalty is associated with a late payment of such amounts, within (thirty) 30 days after receipt of the a ▇▇▇▇ by the BorrowerCity for such amounts. The obligations administrative costs of the Borrower under Authority shall be allocated among the Leased Property and other facilities financed by the Authority as hereinafter in this Section shall survive paragraph provided. Any taxes levied against the resignation and removal Authority with respect to the Leased Property, the fees of the Trustee, payment of and any other expenses directly attributable to the Bonds and discharge of Leased Property shall be included in the Indenture. The Additional Payments to the Authority include: All payable under this subsection. Any taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided against the Authority with security and indemnification reasonably deemed adequate by respect to real property other than the Authority in respect of such affected rights or interests; The reasonable Leased Property, the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any resolution securing bonds of the Authority or any agency trust agreement or indenture other than the Indenture, and any other expenses directly attributable to any facilities other than the Leased Property shall not be included in the administrative costs of the State selected Leased Property and shall not be paid from the Additional Payments payable under this subsection. Any expenses of the Authority not directly attributable to any particular project of the Authority shall be equitably allocated among all such projects, including the Leased Property, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection with this Loan Agreementconsider the question and render an opinion thereon, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which shall be final and conclusive determination as to such allocation. The Trustee may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any conclusively rely upon a Certificate of the other documents contemplated therebyAuthority in making any determination that costs are payable as Additional Payments under this subsection, and shall not be required to make any investigation as to whether or by not the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable items so requested to be paid are expenses related to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementLeased Property.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority Issuer or the Trustee [other parties if applicable for variable rate bonds]to Lender, as appropriate, the case may be, “following "Additional Payments,” as provided " in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed addition to the Borrower Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Authority Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the Trustee from time to timeperformance or enforcement of this Loan Agreement, together with a statement certifying and the amount billed has been incurred or paid for one or more financing of the below items. After such a demandEquipment, amounts so billed shall be paid by the Borrower within including but not limited to: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All 7.06 hereof; all taxes and assessments of any type or character charged to the Authority Issuer or Lender affecting the amount available to the Authority Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require the AuthorityIssuer and/or Lender, at the Borrower’s '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 Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority Issuer or Lender to prepare audits, financial statements, reports, reports or opinions or to provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration enforcement of the Loan; (both before d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and after the execution (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement) . Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreementitems described, or related documents, including without limitation all payments required pursuant to the Tax Agreementthat such amount is then payable for such items. The Additional Payments to the Trustee include: All taxes Amounts so billed shall be due and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied payable 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 Trustee, 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 within 30 days after receipt of the Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreementbill ▇▇ Borrower.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in available proceeds of the [Costs of Issuance Fund] Loan or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, final payment of the Bonds Loan and discharge termination of the Indenturethis Master Loan Agreement. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement or the IndentureAgreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement, the Bonds or the Indenture Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement or the IndentureAgreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Master Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes Certificate and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay such amounts (herein called the “Additional Payments”) as shall be required by the Authority for the payment of all costs and expenses incurred by the Authority in connection with the execution, performance or enforcement of this Sublease, or any pledge of Base Rental payable hereunder, the Trust Agreement, the Reserve Facility, its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the Trustee [other parties if applicable for variable rate bonds], as terms of the case may be, “Bonds or of the Trust Agreement; but not including in Additional Payments,” as provided in this SectionPayments amounts required to pay the principal of or interest on the Bonds or the portion of any Reserve Facility Costs related thereto. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 days after receipt of the bill by the County. The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. future enter into leases to finance capital improvements other than Capital Project I. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority Facilities, as hereinafter in respect of such affected rights or interests; this paragraph provided. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Sublease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with this Loan Agreement, the Bonds approval of the County Administrator or the IndentureCounty Finance Director, includingor a duly authorized representative of the County, without limitationendorsed thereon, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, paid are expenses related to the Bonds or the Indenture or any lease of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in available proceeds of the [Costs of Issuance Fund] Loan or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (thirty30) 30 days after receipt of the ▇▇▇▇ bill by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, final payment of the Bonds Loan and discharge termination of the Indenturethis Master Loan Agreement. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement or the IndentureAgreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement, the Bonds or the Indenture Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement or the IndentureAgreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Master Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes Certificate and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan RepaymentsRepayments [and payments on Obligation No. __], the Borrower shall also pay to the Authority or the Trustee [can add other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (thirty30) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Bond Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement [, Obligation No. ___] or the Bond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, [Obligation No. __,] the Bonds or the Bond Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, [Obligation No. __,] the Bonds or the Bond Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of [the Borrower/any Members], its [its/their] properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Bond Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, [Obligation No. ____] or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay such amounts (herein called the “Additional Payments”) as shall be required by the Authority for the payment of all costs and expenses incurred by the Authority in connection with the execution, performance or enforcement of this Sublease, or any pledge of Base Rental payable hereunder, the Trust Agreement, its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the Trustee [other parties if applicable for variable rate bonds], as terms of the case may be, “Obligations or of the Trust Agreement; but not including in Additional Payments,” as provided in this SectionPayments amounts required to pay the principal of or interest on the Obligations. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 days after receipt of the bill by the County. The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation and removal of future enter into leases to finance capital improvements other than the Trustee, payment of the Bonds and discharge of the Indenture2012 Project. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority Facilities, as hereinafter in respect of such affected rights or interests; this paragraph provided. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Sublease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with this Loan Agreement, the Bonds approval of the County Administrator or the IndentureCounty Finance Director, includingor a duly authorized representative of the County, without limitationendorsed thereon, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, paid are expenses related to the Bonds or the Indenture or any lease of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.

Additional Payments. In addition to the Loan RepaymentsPayments, the Borrower shall also pay to the Authority Issuer, the Bondholder Representative or the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan AgreementIssuer, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan AgreementBondholder Representative, the Bonds Construction Monitor or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Issuer, the Bondholder Representative, the Construction Monitor or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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, the Bondholder Representative, the Construction Monitor or the Trustee, 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 Trustee and Issuer, the Borrower has provided Bondholder Representative, the Trustee with security and indemnification reasonably deemed adequate by Construction Monitor, or the Trustee in respect of such affected rights or interests; All reasonable Trustee; (b) The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Bondholder Representative or the Trustee in connection with the performance of its duties hereunder or in the Indenture and to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement Agreement, the Borrower Documents or the Indenture; , including, but not limited to, any audit or inquiry by the Internal Revenue Service or any other governmental body; (c) All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable of the Construction Monitor; and (d) The Issuer’s Annual Fee and the fees and expenses of the Issuer or any agent or attorney selected by the Issuer to the Bonds, act on its behalf in connection with this Loan Agreement, the Borrower Documents, the Bonds or related documentsthe Indenture, including including, without limitation limitation, any and all payments reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Borrower Documents, the Bonds or the Indenture or any of the 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 this Loan Agreement and the Borrower Documents. Such Additional Payments shall be billed to the Borrower by the Issuer, the Bondholder Representative, the Construction Monitor or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer, the Bondholder Representative, the Construction Monitor, or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower on or on behalf of the Borrower by the Trustee as set forth in the Indenture. Notwithstanding the foregoing, the Issuer may, but shall not be required to, submit a bill to the Borrower for payment of the Issuer’s Annual Fee. Such Issuer’s Annual Fee shall be paid in annual installments on the anniversary of the Closing Date of the Series 2023 Bonds and subsequently on the same day every year thereafter. Any invoice furnished to the Borrower by the Issuer, the Bondholder Representative, the Construction Monitor, or the Trustee pursuant to this Section 5.03 shall be deemed to constitute a written notice under Section 10.01 hereof sufficient to cause the Tax 30-day period specified in said Section 10.01 hereof to commence. In addition to and without in any way limiting its obligations to pay and indemnify the Issuer and the Issuer Indemnified Parties against fees, costs and charges arising out of or in connection with this Loan Agreement, the Borrower Documents, the Bonds or the Indenture, the Borrower shall pay, upon the Closing Date of the issuance of the Series 2023 Bonds and as a condition thereto: (i) to the Issuer, the Issuer’s Administrative Fee equal to $ ; and (ii) annually in advance, beginning on the Closing Date and as long as the Bonds remain outstanding, the Issuer’s Annual Fee.

Additional Payments. In addition to the Loan RepaymentsPayments, the Borrower Company shall also pay to the Authority Issuer or to the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority Issuer affecting the amount available to the Authority Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower Company shall have the right to protest any such taxes or assessments and to require the AuthorityIssuer, at the BorrowerCompany’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower Company 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 Authority Issuer; (b) All reasonable fees, charges and expenses of the Borrower has provided Trustee for services rendered under the Authority with security Indenture and indemnification reasonably deemed adequate by all amounts referred to in the Authority in respect of such affected rights or interests; Indenture, as and when the same become due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority Issuer or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement, the Tax Agreement or the Indenture; ; (d) The annual fee of the AuthorityIssuer and the reasonable fees and expenses of the Issuer or any agent or attorney selected by the Issuer to act on its behalf in connection with this Agreement, the Tax Agreement, the Bonds or the Indenture, including, without limitation, any and all fees and reasonable expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the such Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Tax Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the BorrowerCompany, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The ; and (e) Such Additional Payments shall be billed to the Company by the Issuer or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the Company within 30 days after receipt of the ▇▇▇▇ by the Company. Notwithstanding the foregoing, the Issuer shall not be required to submit a ▇▇▇▇ to the Company for payment of the Issuer’s annual fee of 0.03% of the aggregate principal amount of Bonds Outstanding under the Indenture. Such annual fee shall be paid by the Company to the Trustee include: All taxes and assessments on a prorata basis (i.e., the annual fee shall be divided by the number of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder made during each annual period based on the number of interest payments), due and payable in arrears, on each respective Interest Payment Date (deeming, for purposes of calculating the prorata fee to be paid, any principal to be paid on or as of such Interest Payment Date as no longer Outstanding) and shall be made as an Additional Payment in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee accordance with this Section and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, Whenever the Borrower shall also pay Redraw Facility Provider determines that: (a) the effective cost to the Authority Redraw Facility Provider of making, funding or maintaining any Redraw Advance or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided Redraw Limit is increased in this Section. Such Additional Payments may be discharged in whole any way; (b) any amount paid or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed payable to the Borrower Redraw Facility Provider or received or receivable by the Authority Redraw Facility Provider, or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments effective return to the Authority include: All taxes and assessments of any type Redraw Facility Provider, under or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights this agreement is reduced in any way; (c) the return of the Redraw Facility Provider on the capital which is or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged becomes directly or indirectly allocated by the Authority Redraw Facility Provider to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement any Redraw Advance or the IndentureRedraw Limit is reduced in any way; The annual fee or (d) to the extent any relevant law, official directive or request relates to or affects the Redraw Limit, any Redraw Advance or this agreement, the overall return on capital of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture Redraw Facility Provider or any of its holding companies is reduced in any way, as a result of any change in, any making of or any change in the other documents contemplated therebyinterpretation or application by any Government Agency of, any law, official directive or by request, then: (e) (when it has calculated the Attorney General effect of the State or such other counsel as above and the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable amount to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character be charged to the Trustee affecting under this clause) the Redraw Facility Provider shall promptly notify the Trust Manager and the Trustee; and (f) on the following Payment Date from time to time the Trustee shall, subject to clause 6 of the Series Notice, pay for the account of the Redraw Facility Provider the amount available to certified by an Authorised Signatory of the Trustee from payments Redraw Facility Provider to be received hereunder necessary to compensate the Redraw Facility Provider for the increased cost or the reduction (from the date of the notice). Without limiting the above in any way, this clause applies: (g) to any law, official directive or request with respect to Taxation (other than any Tax on the net income of any person) or reserve, liquidity, capital adequacy, special deposit or similar requirements; (h) to official directives or requests which do not have the force of law where it is the practice of responsible bankers or financial institutions in the country concerned to comply with them; and (i) where the increased cost or the reduction arises because the Redraw Facility Provider is restricted in its capacity to enter other transactions, is required to make a payment, or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed amount of any Redraw Advance, the Redraw Limit or levied by to any public agency other amount paid or governmental authority of whatsoever character having power payable or received or receivable under this agreement or allocates capital 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreementsum.

Additional Payments. The Borrower shall pay as Additional Payments hereunder the following: (a) Whether out of the proceeds of the Mortgage Loan or other funds, all Costs of Issuance of the Bonds, the costs of obtaining the FHA Insurance and all expenses incurred in closing the Mortgage Loan. (b) To the Trustee, (i) the Ordinary Trustee Fees and Expenses to the extent that the funds available in the Expense Fund under the Indenture for the payment thereof are not sufficient and available therefor and (ii) the Extraordinary Trustee Fees and Expenses. (c) To the Issuer (i) the Ordinary Issuer Fees and the Ordinary Expenses incurred by the Issuer to the extent that the funds available in the Expense Fund under the Indenture for the payment thereof are not sufficient and available therefor and (ii) the Extraordinary Issuer’s Fees and Expenses. (d) All costs of printing any replacement Bonds required to be issued under the Indenture to the extent such costs are not paid by the Holders. (e) To the extent not paid by the Trustee from the Expense Fund, all of the fees and expenses of the Rebate Analyst (including, but not limited to, the Rebate Analyst Fee) and any other necessary consultant employed by the Borrower, the Trustee or the Issuer in connection with any of the requirements imposed by Section 4.09 of the Indenture and the Tax Certificate to the extent that the funds available under the Indenture for the payment thereof are not sufficient and available therefor. The Borrower shall provide or cause to be provided all information and money (including money necessary to make deposits to the Rebate Fund required by the Indenture and the Tax Certificate and the fees and expenses of the Rebate Analyst to the extent available money in the Bond Fund under the Indenture are inadequate to pay such amounts) to the Trustee OHSUSA:763099292.5 and the Rebate Analyst to enable the Trustee and the Rebate Analyst to comply with the Indenture and the Tax Certificate. (f) To the Dissemination Agent, the Dissemination Agent Fee, as well as any other costs and expenses in order to provide for compliance with the terms of the Continuing Disclosure Agreement, to the extent the funds available in the Expense Fund are not sufficient and available therefor. In addition to Loan Repaymentsthe event the Borrower is in default under any provision of any of the Borrower Documents and such default is not cured after expiration of all applicable notice and cure periods, the Borrower shall also be liable to, and upon demand shall pay to, the Issuer, the Trustee and the Lender all reasonable fees and disbursements of such persons and their agents (including attorneys’ fees and expenses) which are reasonably connected therewith or incidental thereto except to the Authority or extent such fees and disbursements are paid from money available therefor under the Indenture. To provide for certain of the anticipated Additional Payments, the Borrower agrees to cause to be deposited the Initial Deposit into the Costs of Issuance Fund and into the Negative Arbitrage Account of the Bond Fund as required under Section 4.02(b) of the Indenture, and authorizes the Trustee [other parties if applicable for variable rate bonds]to pay, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts money on deposit in the [Costs of Issuance Fund] or may , the amounts provided to be billed to paid from the Borrower by the Authority or the Trustee from time to time, together Costs of Issuance Fund in accordance with a statement certifying the amount billed has been incurred or paid for one or more Section 4.05 of the below itemsIndenture. After All such a demand, amounts so billed shall be paid by directly to the parties entitled thereto for their own account as and when such amounts become due and payable. To provide for certain of the anticipated Additional Payments, the Borrower within (thirty) 30 days after receipt agrees to cause to be deposited moneys into the Expense Fund as required under the Indenture, and authorizes the Trustee to pay, from money on deposit in the Expense Fund, the amounts provided to be paid from the Expense Fund in accordance with Section 4.08 of the ▇▇▇▇ Indenture. All such amounts shall be paid directly to the parties entitled thereto for their own account as and when such amounts become due and payable. Upon the payment, prepayment, or incurrence of any such cost, expense, or liability described in this Section by any such party, the Additional Payments in respect thereof shall be payable upon written demand to the Borrower, which demand shall be accompanied by invoices or other appropriate documentation concerning the nature, amount and incurrence of such cost, expense or liability. The If the Additional Payments payable under this Section are not paid upon such demand, such Additional Payments shall bear interest from the date of such payment or the incurrence thereof at the Interest Rate for Advances until the amount due shall have been fully paid. Except as otherwise provided herein, the obligations of the Borrower under this Section shall survive the resignation termination of this Agreement and removal the payment and performance of all of the Trustee, payment other obligations of the Bonds Borrower hereunder and discharge of under the Indenture. The Additional Payments to the Authority include: All taxes other Borrower Documents, unless and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and until the Borrower has provided transferred the Authority Project to an unaffiliated entity with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee prior written consent of the AuthorityIssuer, any and all fees and expenses incurred primarily in connection with which transferee assumes the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses obligations of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required Borrower pursuant to the Tax Agreementthis Section. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.OHSUSA:763099292.5

Additional Payments. In addition to Loan Repayments, the Borrower shall also will pay to the Authority Issuer, to Lender or the Trustee [other parties if applicable for variable rate bonds]Escrow Agent, as the case may beappropriate, “as "Additional Payments,” as provided " any amounts incurred by Lender or Issuer after the Closing Date in this Section. Such Additional Payments may be discharged payment of reasonable costs and expenses in whole connection with the performance or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more enforcement of the below items. After such a demand, amounts so billed shall be paid by Loan Documents and the Borrower within (thirty) 30 days after receipt financing of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation Equipment, including: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to SECTIONS 5.03 and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All 5.08; (c) all taxes and assessments of any type or character charged to the Authority Issuer or Lender affecting the amount available to the Authority Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public pubic agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital or income of Issuer or Lender and taxes based upon or measured by the net income of Issuer or Lender; provided, however, provided that the Borrower shall have the right to protest and contest any such taxes or assessments and to require the AuthorityIssuer or Lender, at the Borrower’s '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 that withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; (d) the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such any accountants, consultants, attorneys and other experts as that may be engaged by the Authority Issuer or Lender to prepare audits, financial statements, reports, reports or opinions or to provide such other services required under this Loan Agreement, the Escrow Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Tax Compliance Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement Loans or the IndentureNotes; All amounts (e) insurance premiums required to be paid hereunder; (f) any rebate payments payable to the Authority under Section [Indemnity Section]; and All United States or other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required payable pursuant to the Tax Compliance Agreement. The Additional Payments to the Trustee include: All taxes ; (g) all other reasonable, direct and assessments necessary administrative costs of any type Lender or character charged to the Trustee affecting the amount available to the Trustee from payments Issuer and other charges required to be received hereunder paid in order to comply with or in to enforce its rights under, the Loan Documents; (h) any way arising due additional funds necessary to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power pay Acquisition Costs pursuant 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 Trustee, 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 Trustee SECTION 5.05 and the Escrow Agreement; and (i) any other payments required to be made by Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable Tax Compliance Agreement or the Escrow Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable case may be, from time to time, together with a statement certifying that the Bonds, this Loan Agreementamount so billed has been paid for one or more of the items described, or related documents, including without limitation all payments required pursuant to that it is then payable for those items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the Tax Agreement▇▇▇▇ by Borrower.

Additional Payments. In addition to Loan Repayments, the Borrower shall also The Corporation will pay to the Authority Issuer, to the Lender or the Trustee [other parties if applicable for variable rate bonds]to another party, as the case may beappropriate, as “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from any amounts in the [Costs of Issuance Fund] or may be billed to the Borrower incurred by the Authority Lender or the Trustee from time to time, together Issuer after the Closing Date in payment of reasonable costs and expenses in connection with a statement certifying the amount billed has been incurred performance or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment enforcement of the Bonds or the Corporation Documents and discharge the financing of the Indenture. The Additional Payments 2022 Project and refinancing of the Refunded Projects and, including (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to the Authority include: All Section 6.03 and Section 6.07; (c) all taxes and assessments of any type or character charged to the Authority Issuer or the Lender affecting the amount available to the Authority Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital or income of the Issuer or the Lender and taxes based upon or measured by the net income of the Issuer or the Lender; provided, however, provided that the Borrower Corporation shall have the right to protest and contest any such taxes or assessments and to require the AuthorityIssuer or the Lender, at the BorrowerCorporation’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower Corporation shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such that withholding, protest or contest would adversely affect the rights or interests of the Authority and Lender or the Borrower has provided Issuer; (d) the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such any accountants, consultants, attorneys and other experts as that may be reasonably engaged by the Authority Issuer or the Lender to prepare audits, financial statements, reports, reports or opinions or to provide such other services reasonably required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Tax Compliance Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the IndentureBonds; All amounts (e) insurance premiums required to be paid hereunder; (f) any rebate payments payable to the Authority under Section [Indemnity Section]; and All United States or other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required payable pursuant to the Tax Compliance Agreement. The Additional Payments to ; (g) all other reasonable, direct and necessary administrative costs of the Trustee include: All taxes Lender or the Issuer and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments other charges required to be received hereunder paid in order to comply with, or in to enforce its rights under, the Bonds or the Corporation Documents; (h) any way arising due additional funds necessary to the transactions contemplated hereby pay Project Costs pursuant to Section 5.02; and (including taxes and assessments assessed or levied by i) any public agency or governmental authority of whatsoever character having power other payments required 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate be made by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required Corporation under this Loan Agreement or the Indenture; All amounts payable Tax Compliance Agreement. Such Additional Payments shall be billed to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable Corporation by the Lender or the Issuer, as the case may be, from time to time, together with a statement certifying that the Bonds, this Loan Agreementamount so billed has been paid for one or more of the items described, or related documents, including without limitation all payments required pursuant to that it is then payable for those items. Amounts so billed shall be due and payable by the Tax AgreementCorporation within 30 days after receipt of the ▇▇▇▇ by the Corporation.

Additional Payments. In addition The Borrower covenants to Loan Repaymentspay all third-party fees of the financing, the Borrower shall also pay including but not limited to the Authority or the Trustee [other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within following: (thirtya) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder Issuer or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Issuer or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer or the Trustee, 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 or the Trustee; (b) All reasonable fees, charges and expenses of the Trustee for services rendered under the Indenture, as and when the same become due and payable; (c) The Issuer Fee, and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such the Issuer or any agents, attorneys, accountants, consultants, attorneys and other experts as may be engaged consultants selected by the Trustee Issuer to prepare auditsact on its behalf in connection with this Financing Agreement, financial statementsthe Regulatory Agreements, reportsthe Bonds or the Indenture, opinions including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or provide such in connection with any litigation which may at any time be instituted involving this Financing Agreement, the Regulatory Agreements, the Financing Agreement, the Bonds or the Indenture or any of the other services required under 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 foregoing; all payments for fees and expenses of the Issuer shall be made by the Borrower to the Issuer or to any payee designated by the Issuer not later than thirty (30) days after receipt of invoices rendered to the Borrower by the Issuer. (d) These obligations and those in Section 6.1 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Loan Financing Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition The Borrowers agree to Loan Repayments, make Additional Payments as follows: (a) To the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds]Issuer, as the case may bereimbursement for any and all costs, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower expenses and liabilities paid by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more Issuer in satisfaction of any obligations of the below items. After such a demandBorrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuer, amounts so billed shall as reimbursement for or prepayment of expenses paid or to be paid by the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ Issuer and requested by the Borrower. The obligations Borrowers, or required by this Agreement, or the Indenture or incurred in enforcing the provisions of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee , or incurred in defending any action or proceedings with respect to the Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the AuthorityBonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, any and all fees and expenses incurred primarily in connection with the authorizationcustomary fees, issuance, sale and delivery of any Bonds and the reasonable fees charges and expenses of the Authority or Trustee as trustee, bond registrar and paying agent, and of any agency of the State selected by the Authority to act other paying agent on its behalf in connection with this Loan Agreement, the Bonds or under the Indenture, includingall as provided in the Indenture, as and when the same become due; provided that the Borrowers may, without limitationcreating a default hereunder, contest in connection with good faith the necessity for any litigationExtraordinary Services and Extraordinary Expenses, investigationas such terms are defined in the Indenture, inquiry and the amount of any such fees, charges or other proceeding which expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments lawfully assessed or levied against or with respect to the Project or any machinery, equipment, furnishings or other property installed by any public agency or governmental authority the Borrowers thereon including, without limiting the generality of whatsoever character having power to levy the foregoing, ad valorem taxes or assessments); provided, however, that the Borrower shall have the right to protest any payments in lieu of such taxes or assessments lawfully assessed against the Project; (ii) all utility and to require other charges incurred in the Trusteeoperation, at maintenance, use, occupancy and upkeep of If the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower Borrowers 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 first notify the Trustee and the Borrower has provided Letter of Credit Bank of its intention to do so, the Borrowers may, at their expense and in their own name and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid (except where tender of all or a portion of the taxes, assessments or other charges may be made without prejudice to the Borrowers' contest regarding same, in which case such tender shall be made to avoid the imposition of any penalty) during the period of such contest and any appeal therefrom unless the Trustee with security or the Letter of Credit Bank shall notify the Borrowers that, in the opinion of Independent Counsel, by nonpayment of any such items the lien of the Indenture or the Mortgage or the Security Agreement will be materially endangered or the Project or any material part thereof will be subject to imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and indemnification reasonably deemed adequate discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bank, or by payment to a reserve held by the Trustee in respect Trustee. Notwithstanding the provisions herein, the Issuer shall not pay any cost, expense or liability of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required Borrowers under this Loan Agreement or the IndentureIndenture unless it shall have first afforded the Borrowers an opportunity to make any such payment; All amounts payable to provided that the Trustee under Section [Indemnity Section]; and All Borrowers may, without creating a default hereunder, contest in good faith the necessity or the reasonableness of any such cost, expense or liability (other reasonable and necessary fees and expenses attributable to the than any amount which represents principal of or interest or any premium on any Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement).

Additional Payments. In addition to Loan Repayments(a) The Borrower shall reimburse or pay the Issuer for any and all costs, expenses and liabilities paid or incurred by the Issuer in satisfaction of any obligation of the Borrower hereunder not performed by the Borrower in accordance with the terms hereof. The Borrower shall also pay prepay or reimburse the Issuer for any and all expenses paid or to be paid by the Issuer and requested by the Borrower, or required by the Loan Documents or the Indenture or incurred in enforcing the provisions of the Loan Documents or the Indenture, or incurred in defending any action or proceedings with respect to the Authority Project, this Loan Agreement or the Trustee [Indenture, or arising out of or based upon any other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed document relating to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more issuance of the below items. After such a demandSeries 2012 Bonds, amounts so billed shall which are not otherwise required to be paid by the Borrower within (thirty) 30 days after receipt hereunder, including without limitation, any expenses related to requests, audits or other actions of or by the Internal Revenue Service. If any of the ▇▇▇▇ foregoing are paid from any of the funds and accounts held under the Indenture, the Borrower shall promptly reimburse the applicable fund or account for any such payment. (b) The Borrower shall pay to the Trustee, the Registrar, and any Paying Agent or Authenticating Agent their reasonable fees, charges and expenses (including, without limitation, reasonable attorneys’ fees and expenses) for acting as such under the Indenture and any amounts for which the Trustee is indemnified hereunder and under the Indenture. If any expenses incurred by the Trustee in connection with the performance of its services under the Indenture are not promptly reimbursed by the Borrower upon request by the Trustee, the amount thereof together with interest thereon from the date of request for payment at the Interest Rate for Advances, to the extent permitted by law, shall constitute additional indebtedness secured by the Mortgage in any action brought to collect the indebtedness or to foreclose the Mortgage. The Borrower is required, (i) whenever the amount on deposit in the Debt Service Reserve Fund is less than the Debt Service Reserve Requirement due to withdrawals therefrom for any purpose, to make up such deficiency in the Debt Service Reserve Fund in twelve (12) equal monthly installments, commencing with the month following any deficiency, and (ii) whenever the amount on deposit in the Debt Service Reserve Fund is less than 95% of the Debt Service Reserve Requirement due to periodic valuation thereof pursuant to the Indenture, to make up such deficiency in the Debt Service Reserve Fund on or before the 20th day of the month following such valuation. (c) The Borrower shall pay all costs of printing any replacement Series 2012 Bonds required to be issued under the Indenture to the extent such costs are not paid by the Bondholders. (d) The Borrower shall pay all of the fees and expenses of the Rebate Analyst and any other necessary consultant employed by the Borrower, the Trustee or the Issuer in connection with any of the requirements imposed by the Indenture, and the Tax Regulatory Agreement and the Loan Agreement. The Borrower shall provide or cause to be provided all information and moneys (including moneys necessary to make deposits to the Rebate Fund required by the Indenture and the Tax Regulatory Agreement) to the Trustee and the Rebate Analyst to enable the Trustee and the Rebate Analyst to perform the duties imposed by the Indenture and the Tax Regulatory Agreement. (e) In order to provide for the payment of the obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds Borrower shall pay or cause to be paid to the Trustee Project Revenues in an amount sufficient for the Trustee to make the deposits to the Bond Fund, the Debt Service Reserve Fund and the Insurance and Tax Escrow Fund, all as established under the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may the respective amounts and at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any times set forth in Section 5.06 of the other documents contemplated thereby, or by Indenture. (f) If funds are not available in the Attorney General of Insurance and Tax Escrow Fund to pay the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments costs to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); providedfunded from such, however, that the Borrower shall have pay the right to protest any such taxes or assessments and to require the Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect excess amount of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreementcosts directly.

Additional Payments. In addition to the Loan Repayments, the Borrower shall also pay to the Authority or to the Trustee [other parties if applicable for variable rate bonds]Bond Trustee, or to the appropriate payee, as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Borrower by the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts so billed shall be paid by the Borrower within follows: (thirtyi) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority or to the Bond Trustee affecting the amount available to the Authority or the Bond Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments)) but excluding franchise taxes based upon the capital and/or income of the Bond Trustee and taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the AuthorityAuthority or the Bond Trustee, 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 Authority or the Bond Trustee; (ii) All reasonable fees, charges and expenses of the Borrower has provided Bond Trustee for services rendered under the Authority with security Indenture and indemnification reasonably deemed adequate by all amounts referred to in Section 8.06 of the Authority Indenture, as and when the same become due and payable; (iii) All reasonable fees, charges and expenses of the Master Trustee for services rendered under the Master Indenture and all amounts referred to in respect Section 5.05 of such affected rights or interests; the Master Indenture, as and when the same become due and payable; (iv) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Bond Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement Agreement, the other Borrower Documents or the Indenture; ; (v) All fees and expenses of any Rating Agency, and the Rebate Analyst, and if a deposit is required to be made to the Rebate Fund as a result of any calculation made pursuant to Section 5.07 of the Indenture, the amount of such deposit, which shall be deposited in the Rebate Fund not later than the tenth day of the calendar month immediately following the date on which such calculation was made pursuant to Section 5.07 of the Indenture; (vi) All amounts necessary for deposit into the Repair and Replacement Fund pursuant to Sections 5.02 and 5.10 of the Indenture; (vii) The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds Authority and the reasonable fees and expenses of the Authority or any agency of the State agent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, the other Borrower Documents, the Bonds or the Indenture, including, without limitation, any and all expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the other Borrower Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or and the other Borrower Documents; and (viii) The amount necessary to replenish any fund established under the Indenture; All amounts payable , but only to the Authority extent then required under Section [Indemnity Section]; and 5.02 of the Indenture. All such payments shall be made by the Borrower from the Gross Revenues or other reasonable and necessary fees and expenses attributable legally available funds for payment to the Bonds, this Loan Agreement, Person or related documents, including without limitation all Persons entitled to such payments required pursuant or for deposit to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type appropriate fund or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate account held by the Bond Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement.

Additional Payments. In addition to Loan Repayments, the Borrower The City shall also pay in addition to the Base Rental Payments, to the Authority or the Trustee [other parties if applicable for variable rate bonds]Trustee, as the case may behereinafter provided, such amounts (“Additional Payments,” ”) in each year as shall be required for the payment of all costs and expenses incurred in connection with the execution, performance or enforcement of this Facility Lease or the assignment hereof, the Indenture, or the respective interests in the Leased Property and the lease of the Leased Property by the Authority to the City hereunder, including but not limited to all fees, costs and expenses and all administrative costs of the Authority relating to the Leased Property including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee (to the extent not paid or otherwise provided in this Sectionfor out of the proceeds of the sale of the Bonds), fees of auditors, accountants, attorneys or engineers, insurance premiums, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or the Indenture. Such The foregoing Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower City by the Authority or the Trustee appropriate party from time to time, together with a statement certifying that the amount billed has been incurred or paid for one or more of the below items above described, or that such amount is then so payable for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower City not later than the latest time as such amounts may be paid without penalty or, if no penalty is associated with a late payment of such amounts, within (thirty) 30 days after receipt of the ▇▇▇▇ a bill by the BorrowerCity for such amounts. The obligations Authority may enter into leases to finance facilities other than the Project. The administrative costs of the Borrower under Authority shall be allocated among said facilities and the Project, as hereinafter in this Section shall survive paragraph provided. Any taxes levied against the resignation and removal Authority with respect to the Leased Property, the fees of the Trustee, payment of and any other expenses directly attributable to the Bonds and discharge of Leased Property shall be included in the Indenture. The Additional Payments to the Authority include: All payable hereunder. Any taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided against the Authority with security and indemnification reasonably deemed adequate by respect to real property other than the Authority in respect of such affected rights or interests; The reasonable Leased Property, the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any resolution securing bonds of the Authority or any agency Indenture other than the Indenture, and any other expenses directly attributable to any facilities other than the Leased Property shall not be included in the administrative costs of the State selected Leased Property and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular project of the Authority shall be equitably allocated among all such projects, including the Leased Property, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection with this Loan Agreementconsider the question and render an opinion thereon, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which shall be final and conclusive determination as to such allocation. The Trustee may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any conclusively rely upon a Certificate of the other documents contemplated therebyAuthority in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or by not the Attorney General items so requested to be paid are expenses of operation of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementLeased Property.

Additional Payments. In The City shall also pay, as rental hereunder in addition to Loan Repaymentsthe Base Rental Payments, the Borrower shall also pay to the Authority or the Trustee [other parties if applicable for variable rate bonds]Trustee, as hereinafter provided, such amounts in each year as shall be required for the case may bepayment of all costs and expenses incurred by the Authority in connection with the execution, “Additional Payments,” as performance or enforcement of this Lease Agreement or the assignment hereof pursuant to the Indenture or the respective interests in the Leased Property and the lease of the Leased Property by the Authority to the City hereunder, including but not limited to all fees, costs and expenses and all administrative costs of the Authority relating to the Leased Property including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee (to the extent not paid or otherwise provided in this Sectionfor out of the proceeds of the sale of the Bonds), fees of auditors, accountants, attorneys or engineers, insurance premiums, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or the Indenture. Such The foregoing Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower City by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority, the Trustee or the Trustee on behalf of the Authority for one or more of the below items above described, or that such amount is then so payable for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower City not later than the latest time as such amounts may be paid without penalty or, if no penalty is associated with a late payment of such amounts, within (thirty) 30 days after receipt of the a ▇▇▇▇ by the BorrowerCity for such amounts. The obligations Authority may issue bonds and may enter into leases to finance facilities other than the Leased Property. The administrative costs of the Borrower under Authority shall be allocated among said facilities and the Leased Property, as hereinafter in this Section shall survive paragraph provided. Any taxes levied against the resignation and removal Authority with respect to the Leased Property, the fees of the Trustee, payment of and any other expenses directly attributable to the Bonds and discharge of Leased Property shall be included in the Indenture. The Additional Payments to the Authority include: All payable hereunder. Any taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 Authority and the Borrower has provided against the Authority with security and indemnification reasonably deemed adequate by respect to real property other than the Authority in respect of such affected rights or interests; The reasonable Leased Property, the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any resolution securing bonds of the Authority or any agency trust agreement or indenture other than the Indenture, and any other expenses directly attributable to any facilities other than the Leased Property shall not be included in the administrative costs of the State selected Leased Property and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular project of the Authority shall be equitably allocated among all such projects, including the Leased Property, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection with this Loan Agreementconsider the question and render an opinion thereon, the Bonds or the Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which shall be final and conclusive determination as to such allocation. The Trustee may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any conclusively rely upon a Certificate of the other documents contemplated therebyAuthority in making any determination that costs are payable as Additional Payments hereunder, and shall not be required to make any investigation as to whether or by not the Attorney General items so requested to be paid are expenses of operation of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementLeased Property.

Additional Payments. In addition to Loan Repayments, the Borrower The City shall also pay such amounts (herein called the “Additional Payments”) as shall be required by the Authority for the payment of all costs and expenses incurred by the Authority in connection with the execution, performance or enforcement of this Lease or any assignment hereof, the Trust Agreement, its interest in the Demised Premises and the lease of the Facilities to the City, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Demised Premises and the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the Trustee [other parties if applicable for variable rate bonds], as terms of the case may be, “Bonds or of the Trust Agreement; but not including in Additional Payments,” as provided in this SectionPayments amounts required to pay the principal of or interest on the Bonds. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower City by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower City to the billing party within (thirty) 30 days after receipt of the bill by the City. The City reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the City to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation future enter into leases to finance facilities other than the Convention Center Expansion and removal of the Trustee, payment of the Bonds and discharge of the IndentureRenovation Project. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among said financings and the Borrower has Facilities, as hereinafter provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or interests; this paragraph. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular project of the Authority shall be equitably allocated among all such projects, including the Convention Center Expansion and Renovation Project, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with this Loan Agreementthe approval of the Finance Director of the City or a duly authorized representative of the City, the Bonds or the Indenture, including, without limitationendorsed thereon, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, the Bonds or the Indenture or any paid are expenses of operation of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.

Additional Payments. In addition to Loan Repayments, the Borrower The County shall also pay such amounts (herein called the “Additional Payments”) as shall be required by the Authority for the payment of all costs and expenses incurred by the Authority in connection with the execution, performance or enforcement of this Sublease, or any pledge of Base Rental payable hereunder, the Trust Agreement, the Reserve Facility, its interest in the Facilities and the lease of the Facilities to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Authority related to the Facilities, including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Authority under the Trust Agreement, fees of auditors, accountants, attorneys or architects, and all other necessary administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the Trustee [other parties if applicable for variable rate bonds], as terms of the case may be, “Bonds or of the Trust Agreement; but not including in Additional Payments,” as provided in this SectionPayments amounts required to pay the principal of or interest on the Bonds or the portion of any Reserve Facility Costs related thereto. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may shall be billed to the Borrower County by the Authority or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred paid by the Authority or paid by the Trustee on behalf of the Authority, for one or more of the below items above described, or that such amount is then payable by the Authority or the Trustee for such items. After such a demand, amounts Amounts so billed shall be paid by the Borrower County to the billing party within (thirty) 30 days after receipt of the bill by the County. The County reserves the right to audit ▇▇▇▇▇▇▇▇ by for Additional Payments although exercise of such right shall in no way affect the Borrowerduty of the County to make full and timely payment for all Additional Payments. The obligations of Authority has issued and may in the Borrower under this Section shall survive future issue bonds and has entered into and may in the resignation and removal of the Trustee, payment of the Bonds and discharge of the Indenturefuture enter into leases to finance capital improvements. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Authority, 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 administrative costs of the Authority shall be allocated among the facilities subject to such other lease agreements and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority Facilities, as hereinafter in respect of such affected rights or interests; this paragraph provided. The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; The annual fee of the AuthorityTrustee under the Trust Agreement, and any and all other expenses directly attributable to the Facilities shall be included in the Additional Payments payable hereunder. The fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses trustee or paying agent under any indenture securing bonds of the Authority or any agency trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than the Facilities, shall not be included in the administrative costs of the State selected Facilities and shall not be paid from the Additional Payments payable hereunder. Any expenses of the Authority not directly attributable to any particular lease of the Authority shall be equitably allocated among all such leases, including this Sublease, in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Authority to act on its behalf in connection consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Authority, with this Loan Agreement, the Bonds approval of the County Administrator or the IndentureCounty Finance Director, includingor a duly authorized representative of the County, without limitationendorsed thereon, in connection with making any litigationdetermination that costs are payable as Additional Payments hereunder, investigation, inquiry and shall not be required to make any investigation as to whether or other proceeding which may at any time not the items so requested to be instituted involving this Loan Agreement, paid are expenses related to the Bonds or the Indenture or any lease of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Indenture; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and 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 Trustee, 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 Trustee and the Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of such affected rights or interests; All reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, or related documents, including without limitation all payments required pursuant to the Tax AgreementFacilities.