05-27-2026 Council Packet - Laserfiche WebLink

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43 199386222v3 infiltration of the Fiscal Agent’s technological infrastructure exceeding authorized access; accidents; labor disputes; strikes; work stoppages; acts of civil or military authority or governmental action. It being understood that the Fiscal Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (v) In acting, suffering or omitting to act pursuant to the Funding Loan Documents or any other documents executed in connection herewith or therewith, the Fiscal Agent shall be entitled to all of the rights, privileges, protections, benefits, immunities, powers and indemnities accorded to it under this Funding Loan Agreement and the Borrower Loan Agreement, including, but not limited to, this Article VII. (w) Delivery of any reports, information and documents to the Fiscal Agent under the Funding Loan Documents is for informational purposes only and the Fiscal Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or Borrower’s compliance with any of its covenants under the Funding Loan Documents (as to which the Fiscal Agent is entitled to rely exclusively on certificates of officers of the Governmental Lender or the Borrower). The Fiscal Agent shall have no duty to review or make independent investigation with respect to any of the foregoing received by the Fiscal Agent and shall hold the same solely as a repository. (x) The Fiscal Agent shall not be obligated to acquire possession of or take any action with respect to the Project Facilities, if as a result of such action, the Fiscal Agent would be considered to hold title to, to be a “mortgagee in possession of,” or to be an “owner” or “operator” of the Project Facilities within the meaning of the Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980, as amended from time to time, unless the Fiscal Agent has previously determined, based upon a report prepared by a person who regularly conducts environmental audits, that (i) the Project Facilities are in compliance with applicable environmental laws or, if not, that it would be in the best interest of the Noteowners to take such actions as are necessary for the Project Facilities to comply therewith and (ii) there are not circumstances present at the Project Facilities relating to the use, management or disposal of any hazardous wastes for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Noteowners to take such actions with respect to the Project Facilities. Notwithstanding anything contained herein or in a Mortgage to the contrary, upon the occurrence and continuance of an Event of Default, before taking any foreclosure action or any action which may subject the Fiscal Agent to liability under any environmental law, statute, regulation or similar requirement relating to the environment, the Fiscal Agent may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action and the Fiscal Agent shall not be required to take such foreclosure action if it reasonably determines that the approval of a governmental regulator that cannot be obtained is necessary for such foreclosure action. (y) When the Fiscal Agent incurs expenses or renders service in connection with any bankruptcy or insolvency proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. Section 7.2 Compensation and Indemnification of Fiscal Agent; Fiscal Agent’s Prior Claim. The Borrower Loan Agreement provides that the Borrower will pay the reasonable fees and expenses of the Fiscal Agent under this Funding Loan Agreement and all other amounts which may be