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11-13-2024 Council Packet
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11-13-2024 Council Packet
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135242345v3 <br /> <br /> <br />49 <br />satisfactory to Fiscal Agent against the costs, expenses and liabilities which might be <br />incurred by it in the compliance with such request or direction. <br />None of the provisions contained in this Funding Loan Agreement shall require <br />Fiscal Agent to expend or risk its own funds or otherwise incur personal financial liability <br />in the performance of any of its duties or in the exercise of any of its rights or powers. <br />Fiscal Agent is authorized and directed to execute in its capacity as Fiscal Agent, <br />the Project Loan Agreement and the TEL Regulatory Agreement and shall have no <br />responsibility or liability with respect to any information, statement or recital in any <br />offering memorandum or other disclosure material prepared or distributed with respect to <br />the delivery of the Governmental Note and no responsibility for compliance with any state <br />or federal securities laws in connection with the Governmental Note. In acting or omitting <br />to act pursuant to the Project Loan Agreement, the TEL Regulatory Agreement or any other <br />documents executed in connection herewith, Fiscal Agent shall be entitled to all of the <br />rights, immunities and indemnities accorded to it under this Funding Loan Agreement, <br />including, but not limited to, this Article VII. <br />Fiscal Agent or any of its affiliates may act as advisor or sponsor with respect to <br />any Qualified Investments. <br />Any resolution, certification, notice, request, direction, election, order or demand <br />delivered to Fiscal Agent pursuant to this Section 7.02 shall remain in effect until Fiscal <br />Agent receives written notice to the contrary from the party that delivered such instrument <br />accompanied by revised information for such party. <br />Fiscal Agent shall have no responsibility for the value of any collateral or with <br />respect to the perfection or priority of any security interest in any collateral except as <br />otherwise provided in Section 7.15 hereof. <br />Notwithstanding anything contained herein or in the Security Instrument to the <br />contrary, upon the occurrence and continuance of an Event of Default, before taking any <br />foreclosure action or any action which may subject Fiscal Agent to liability under any <br />environmental law, statute, regulation or similar requirement relating to the environment, <br />Fiscal Agent may require that a satisfactory indemnity bond, indemnity or environmental <br />impairment insurance be furnished for the payment or reimbursement of all expenses to <br />which it may be put and to protect it against all liability resulting from any claims, <br />judgments, damages, losses, penalties, fines, liabilities (including strict liability) and <br />expenses which may result from such foreclosure or other action. Fiscal Agent shall not be <br />required to take any action to foreclose or otherwise enforce the Security Instrument unless <br />indemnified to its satisfaction and will not be required to foreclose if doing so will subject <br />it to environmental liability or will require the approval of a governmental regulator that <br />cannot be obtained. <br />Section 7.03 Use of Proceeds. Fiscal Agent shall not be accountable for the use or <br />application of the Governmental Note authenticated or delivered hereunder or of the proceeds of
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