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Attachment B
<br />hereof, the Fiscal Agent agrees that it shall continue to perform its duties hereunder and under the
<br />Financing Documents even in the event that money designated for payment of its fees shall be
<br />insufficient for such purposes or in the event that the Borrower fails to pay the Fiscal AgentÓs
<br />Ordinary Fees and Expenses or, if applicable, the Fiscal AgentÓs Extraordinary Fees and Expenses
<br />as required by the Project Loan Agreement.
<br />The Borrower shall indemnify and hold harmless the Fiscal Agent and its officers,
<br />directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and
<br />servants, past, present or future, from and against (a) any and all claims by or on behalf of any
<br />person arising from any cause whatsoever in connection with this Funding Loan Agreement or
<br />transactions contemplated hereby, the Project, or the delivery of the Governmental Note or the
<br />Loans; (b) any and all claims arising from any act or omission of the Borrower or any of its agents,
<br />contractors, servants, employees or licensees in connection with the Project, or the delivery of the
<br />Governmental Note or the Loans; and (c) all costs, counsel fees, expenses or liabilities incurred in
<br />connection with any such claim or proceeding brought thereon; except that the Borrower shall not
<br />be required to indemnify any person for damages caused by the gross negligence, willful
<br />misconduct or unlawful acts of such person or which arise from events occurring after the
<br />Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim
<br />made against the Fiscal Agent, or any of its officers, directors, officials, employees, agents,
<br />receivers, attorneys, accountants, advisors, consultants or servants, with respect to which
<br />indemnity may be sought hereunder, the Borrower, upon written notice thereof from the
<br />indemnified party, shall assume the investigation and defense thereof, including the employment
<br />of counsel and the payment of all expenses. The indemnified party shall have the right to approve
<br />a settlement to which it is a party and to employ separate counsel in any such action or proceedings
<br />and to participate in the investigation and defense thereof, and the Borrower shall pay the
<br />reasonable fees and expenses of such separate counsel. The provisions of this Section 7.06 shall
<br />survive the termination of this Funding Loan Agreement.
<br />Section 7.07 Qualifications of Fiscal Agent. There shall at all times be a Fiscal Agent
<br />hereunder which shall be an association or a corporation organized and doing business under the
<br />laws of the United States of America or any state thereof, authorized under such laws to exercise
<br />corporate trust powers. Any successor Fiscal Agent shall have a combined capital and surplus of
<br />at least $50,000,000 (or shall be a wholly-owned subsidiary of an association or corporation that
<br />has such combined capital and surplus), and be subject to supervision or examination by federal
<br />or state authority, or shall have been appointed by a court of competent jurisdiction pursuant to
<br />Section 7.11 hereof. If such association or corporation publishes reports of condition at least
<br />annually, pursuant to law or to the requirements of any supervising or examining authority referred
<br />to above, then for the purposes of this Section 7.07, the combined capital and surplus of such
<br />association or corporation shall be deemed to be its combined capital and surplus as set forth in its
<br />most recent report of condition so published. In case at any time the Fiscal Agent shall cease to
<br />be eligible in accordance with the provisions of this Section 7.07 and another association or
<br />corporation is eligible, the Fiscal Agent shall resign immediately in the manner and with the effect
<br />specified in Section 7.09 hereof.
<br />Section 7.08 Merger of Fiscal Agent. Any association or corporation into which the
<br />Fiscal Agent may be converted or merged, or with which it may be consolidated, or to which it
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