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(ii)an annual construction period servicing fee equal to $10,410.00 (the
<br />“Construction Period Servicing Fee”), which shall accrue on the first Business Day of
<br />the then-current Federal Fiscal Year and shall be due and payable on or prior to each
<br />November 15 during the Construction Period (including the Federal Fiscal Year during
<br />which the Substantial Completion Date occurs); provided, that the initial Construction
<br />Period Servicing Fee shall be due and payable within thirty (30) days after receipt of an
<br />invoice from the WIFIA Lender with respect thereto (or, if earlier, the first disbursement
<br />date of the WIFIA Loan), in a pro-rated amount equal to $2,600.00; and
<br />(iii)an annual operating period servicing fee equal to $7,810.00 (the
<br />“Operating Period Servicing Fee”), which shall accrue on the first Business Day of the
<br />then-current Federal Fiscal Year and shall be due and payable on or prior to each November
<br />15, beginning with the first November 15 following the end of the Federal Fiscal Year
<br />during which the Substantial Completion Date occurs, until (and including) the Final
<br />Maturity Date; provided, that the Operating Period Servicing Fee due and payable with
<br />respect to the Federal Fiscal Year during which the Final Maturity Date occurs shall be
<br />equal to the pro-rata monthly portion of the then applicable Operating Period Servicing Fee
<br />multiplied by the number of partial or whole months remaining between October 1 and the
<br />Final Maturity Date.
<br />(b)The amount of each Construction Period Servicing Fee (other than the initial
<br />Construction Period Servicing Fee) and each Operating Period Servicing Fee shall be adjusted in
<br />proportion to the percentage change in CPI for the calendar year immediately preceding the
<br />calendar year during which such fee is due. The WIFIA Lender shall notify the Borrower of the
<br />amount of each such fee at least thirty (30) days before payment is due, which determination shall
<br />be conclusive absent manifest error.
<br />(c)Expenses. The Borrower agrees, whether or not the transactions hereby
<br />contemplated shall be consummated, to reimburse the WIFIA Lender on demand from time to
<br />time, within thirty (30) days after receipt of any invoice from the WIFIA Lender, for any and all
<br />fees, costs, charges, and expenses incurred by it (including the fees, costs, and expenses of its legal
<br />counsel, financial advisors, auditors and other consultants and advisors) in connection with the
<br />negotiation, preparation, execution, delivery, and performance of this Agreement and the other
<br />WIFIA Loan Documents and the transactions hereby and thereby contemplated, including
<br />attorneys’, and engineers’ fees and professional costs, including all such fees, costs, and expenses
<br />incurred as a result of or in connection with (i) the enforcement of or attempt to enforce, or the
<br />protection or preservation of any right or claim under, the Pledged Funds or any provision of this
<br />Agreement or any of the other WIFIA Loan Documents or the rights of the WIFIA Lender
<br />thereunder; (ii) any amendment, modification, waiver, or consent with respect to this Agreement
<br />or any other Related Document; and (iii) any work-out, restructuring, or similar arrangement of
<br />the obligations of the Borrower under this Agreement or the other WIFIA Loan Documents,
<br />including during the pendency of any Event of Default.
<br />(d)The obligations of the Borrower under this Section 10 shall survive the
<br />payment or prepayment in full or transfer of the WIFIA Bond, the enforcement of any provision
<br />of this Agreement or the other WIFIA Loan Documents, any such amendments, waivers or
<br />consents, any Event of Default, and any such workout, restructuring, or similar arrangement.
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