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3 Section 3.3 Disbursement of the Loan Proceeds. The proceeds of the Loan shall be disbursed to the Borrower pursuant to the terms and conditions of the Grant Agreement. The City has no obligation to disburse proceeds of the Loan until it receives proceeds of the Grant from the Council. The City will submit a draw request in the form of a payment request form to the Council on behalf of the Borrower no more frequently than once per month. The City shall, upon its approval of a payment request form, forward the request and supporting invoices to the Council for approval. The Council is the final arbiter of what costs are eligible for reimbursement. The City is not obligated to disburse funds for any Project costs incurred after the Expiration Date (as defined in the Grant Agreement) or any earlier termination, whichever occurs first. Any Loan funds not disbursed prior to the Expiration Date will revert to the Council and the Loan amount will be reduced accordingly. The City shall not be responsible for the content of the draw request. ARTICLE IV BORROWER COVENANTS Section 4.1 Status of Borrower; Transfer of Substantially All Assets. The Borrower represents and agrees that throughout the term of the Note, the Borrower will maintain its existence as a limited partnership and will not wind up or otherwise dispose of all or substantially all of its assets. The Borrower agrees to comply with all applicable federal, state and local laws and regulations governing the Project and funds provided under this Loan Agreement, including but not limited to state and federal Occupational Safety and Health Act Regulations. Section 4.2 Release and Indemnification Covenants. (a) The Borrower releases the City and its governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section 4.2, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from or occurring on the Property. (b) Except for any willful misconduct or gross negligence of the Indemnified Parties, the Borrower agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, defend and indemnify from any liability, changes, damages, losses, expenses, judgments, claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising (i) from any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought