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<br />40 <br />199386222v3 <br />Loan advanced to the Borrower as provided in the Borrower Loan Agreement or for the use or application <br />of any money paid over by the Fiscal Agent in accordance with the provisions of this Funding Loan <br />Agreement. The Fiscal Agent may become the owner of the Governmental Note secured hereby with the <br />same rights as any other Noteowner. <br />(d) The Fiscal Agent may conclusively rely and shall be protected in acting upon <br />opinions of Counsel and upon any notice, request, consent, certificate, order, affidavit, letter, telegram or <br />other paper or document believed to be genuine and correct and to have been signed or sent by the proper <br />person or persons. Any notices, directions, consents, approvals or requests provided to the Fiscal Agent <br />pursuant to the terms of this Funding Loan Agreement or any of the Funding Loan Documents shall not be <br />effective until provided in writing. Any action taken by the Fiscal Agent pursuant to this Funding Loan <br />Agreement upon the request or authority or consent of any Person who at the time of making such request <br />or giving such authority or consent is the Noteowner of the Governmental Note shall be conclusive and <br />binding upon all future Noteowners of the same Funding Loan and upon Funding Loan issued in exchange <br />therefor or in place thereof. <br />(e) The permissive right of the Fiscal Agent to do things enumerated in this Funding <br />Loan Agreement or the Borrower Loan Agreement shall not be construed as duties. The Fiscal Agent shall <br />only be responsible for the performance of the duties expressly set forth herein and shall not be answerable <br />for other than its gross negligence, bad faith or willful misconduct in the performance of those express <br />duties. <br />(f) The Fiscal Agent shall not be personally liable for any debts contracted or for <br />damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of <br />contracts, relating to the Project Facilities. In no event shall the Fiscal Agent be liable for incidental, <br />indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), <br />even if the Fiscal Agent has been advised of the likelihood of such damages or penalty and regardless of <br />the form of action. <br />(g) The Fiscal Agent shall not be required to give any bond or surety in respect of the <br />execution of said trust and powers or otherwise in respect of this Funding Loan Agreement. <br />(h) The Fiscal Agent shall be under no obligation to institute any suit, or to undertake <br />any proceeding under this Funding Loan Agreement, or to enter any appearance or in any way defend in <br />any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created <br />or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction <br />against any and all costs and expenses, outlays and counsel fees and other anticipated disbursements, and <br />against all liability except to the extent determined by a court of competent jurisdiction to have been caused <br />solely by its own gross negligence or willful misconduct. Nevertheless, the Fiscal Agent may begin suit, or <br />appear in and defend suit, or do anything else in its judgment proper to be done by it as the Fiscal Agent , <br />without indemnity, and in such case the Fiscal Agent shall, to the extent not reimbursed by the Borrower <br />reimburse itself from the monies available under this Funding Loan Agreement for all costs and expenses, <br />outlays and counsel fees and expenses and other reasonable disbursements properly incurred in connection <br />therewith and the Fiscal Agent shall be entitled to a preference therefor over any bonds outstanding <br />hereunder. The Fiscal Agent shall not be entitled to indemnification as a precondition to giving notices of <br />default or taking other actions at the direction of the Funding Lender or the Controlling Person which do <br />not require the Fiscal Agent to expend its own funds or for which funds have been advanced by the Funding <br />Lender or the Controlling Person to the Fiscal Agent in advance of its taking such action. <br />(i) All moneys received by the Fiscal Agent, until used or applied or invested as herein <br />provided, shall be held as special trust funds for the purposes specified in this Funding Loan Agreement