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• <br />any of the property or assets of the Borrower under the terms of <br />any instrument or agree ment. <br />(d ) Th e Borrower 's execution, delivery and performance <br />of the Loan A.9reement and this Agreement, do not requir•i:! any con- <br />sent or approval which has not been obtained including, without <br />limitation, the consent of any regulatory authority or governmen- <br />tal body of the United States of America or any state therof or <br />any political subdivis i on of t h e United States of America or a n y <br />state thereof. <br />2.2. Payment o f Expenses. Whether or not the purchase <br />herein contemplated s h all be consummated, the Borrower will pay <br />all expenses, including, but not limited to,. fees and expenses of <br />counsel to the Purchaser, incurred in connection with (a ) the <br />preparation of this A.gree ment, the 1983 Bonds, the Resolution , <br />t'1.e Indenture, the Loan Agreement and the Guaranty, and all <br />amendments , waivers, consents or supplements thereto; (b ) the <br />execution and delivery of such instruments; (c ) the recording and <br />filing of any of such instruments and all supplements thereto and <br />(d ) the delivery of all opinions r e quired hereunder; and stamp <br />and other taxes, if any, incident to the transactions herein <br />contemplated; and will indemnify and hold the holder or holders <br />of e1e 1983 Bonds harmless against any liabilit ies with respect <br />t:::> such taxes. <br />-6 -