Waiver of Set-Off, Recoupment, Counterclaim, and Abatement. In order to induce Persons to purchase the Bonds, thereby providing funds to finance the loan described in Section 3.03, the Borrower hereby waives, to the full extent that it may lawfully so agree, all rights of set-off, recoupment, counterclaim, and abatement against the Issuer, the Trustee, any separate trustee or co-trustee appointed under Section 8.06 of the Bond Indenture, the Tender Agent, and all Remarketing Agents with respect to the obligation of the Borrower to pay Loan Payments, the Purchase Price of Bonds pursuant to Section 3.05, and (to the extent secured by a lien upon the funds held under the Bond Indenture and unless the exercise of such lien has been effectively stayed by agreement of the Trustee, judicial order, or otherwise) the fees, expenses, charges, and amounts described in Section 3.06, in every case notwithstanding any breach by the Issuer of its obligations hereunder or by any other such Person of its obligations under the Bond Indenture. The Borrower may, however, except as otherwise provided in Section 3.06, exercise any other remedy it may have at law or otherwise for any such breach.
