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77060900v2
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<br />any claims or liabilities arising as a result of any such breach or default or any Determination of
<br />Taxability;
<br />(c) the involvement of any of the Indemnified Parties in any legal suit, investigation,
<br />proceeding, inquiry or action as a consequence, direct or indirect, of the Controlling Person or the
<br />Funding Lender’s actions taken pursuant to this Agreement or any of the other Funding Loan
<br />Documents or any other event or transaction contemplated by any of the foregoing as a result of
<br />any act or omission of the Borrower or any of its agents, contractors, or employees;
<br />(d) any untrue statement or alleged untrue statement of the Borrower contained or
<br />incorporated by reference in any offering or reoffering materials prepared in respect of the
<br />Governmental Note, or any supplement or amendment thereof, or the omission or alleged omission
<br />of the Borrower to state therein a material fact necessary to make such statements in light of the
<br />circumstances in which they are or were made not misleading;
<br />(e) the acceptance or administration of the Funding Loan Documents or the Security
<br />Interests thereunder or the performance of duties under the Funding Loan Documents by the
<br />Borrower or any loss or damage to property or any injury to or death of any person that may be
<br />occasioned by any cause whatsoever pertaining to the Project Facilities or the use thereof, including
<br />without limitation any lease thereof or assignment of its interest in this Agreement;
<br />(f) any act or omission of the Borrower or any of its agents, contractors, servants,
<br />employees or licensees in connection with the Advances or the Project Facilities, the operation of
<br />the Project Facilities, or the condition, environmental or otherwise, occupancy, use, possession,
<br />conduct or management of work done in or about, or from the planning, design, acquisition or
<br />construction of, the Improvements or any part thereof;
<br />(g) any Lien (other than a Permitted Encumbrance) or charge upon payments by the
<br />Borrower to the Governmental Lender, the Fiscal Agent and the Funding Lender hereunder, or any
<br />taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions
<br />and other charges imposed on the Governmental Lender, the Fiscal Agent, or the Funding Lender
<br />in respect of any portion of the Project Facilities;
<br />(h) any violation or alleged violation of any applicable law or regulation including,
<br />without limitation, any Environmental Law or any inspection, review or testing with respect to
<br />Contamination or Environmentally Sensitive Areas;
<br />(i) the enforcement of, or any action taken by the Governmental Lender, the Fiscal
<br />Agent, the Funding Lender or any Indemnified Party, related to remedies under, this Agreement,
<br />the Funding Loan Agreement and the other Funding Loan Documents;
<br />(j) any action, suit, claim, proceeding, audit, inquiry, examination, or investigation of
<br />a judicial, legislative, administrative or regulatory nature concerning or related to interest payable
<br />on the Governmental Note not being excludable from gross income for purposes of federal income
<br />taxation or exempt from state income taxation;
<br />(k) any action, suit, claim or demand contesting or affecting the title of the Project
<br />Facilities;
<br />(l) the investigation of, preparation for or defense of any litigation, proceeding or
<br />investigation in connection with the Project Facilities or the transactions to be consumma ted in
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