|
Attachment B
<br />herein granted, or take any other action which may be desirable or necessary in connection
<br />therewith, it may be necessary that the Fiscal Agent, with the consent of the Governmental Lender
<br />and the Funding Lender Representative, appoint an additional individual or institution as a
<br />co-fiscal agent or separate fiscal agent.
<br />In the event that the Fiscal Agent appoints an additional individual or institution as a
<br />co-fiscal agent or separate fiscal agent, in the event of the incapacity or lack of authority of the
<br />Fiscal Agent, by reason of any present or future law of any jurisdiction, to exercise any of the
<br />rights, powers, trusts and remedies granted to the Fiscal Agent herein or to hold title to the Pledged
<br />Security or to take any other action that may be necessary or desirable in connection therewith,
<br />each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate,
<br />title, interest and lien expressed or intended by this Funding Loan Agreement to be imposed upon,
<br />exercised by or vested in or conveyed to the Fiscal Agent with respect thereto shall be imposed
<br />upon, exercisable by and vest in such separate fiscal agent or co-fiscal agent, but only to the extent
<br />necessary to enable such co-fiscal agent or separate fiscal agent to exercise such powers, rights,
<br />trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such
<br />co-fiscal agent or separate fiscal agent shall run to and be enforceable by either of them, subject to
<br />the remaining provisions of this Section 7.14. Such co-fiscal agent or separate fiscal agent shall
<br />deliver an instrument in writing acknowledging and accepting its appointment hereunder to the
<br />Governmental Lender and the Fiscal Agent.
<br />Should any instrument in writing from the Governmental Lender be required by the co-
<br />fiscal agent or separate fiscal agent so appointed by the Fiscal Agent for more fully and certainly
<br />vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations,
<br />any and all such instruments in writing shall, on request, be executed, acknowledged and delivered
<br />by the Governmental Lender, the Fiscal Agent and the Borrower. If the Governmental Lender
<br />shall fail to deliver the same within thirty (30) days of such request, the Fiscal Agent is hereby
<br />appointed attorney-in-fact for the Governmental Lender to execute, acknowledge and deliver such
<br />instruments in the Governmental LenderÓs name and stead. In case any co-fiscal agent or separate
<br />fiscal agent, or a successor to either, shall die, become incapable of acting, resign or be removed,
<br />all the estates, properties, rights, powers, trusts, duties and obligations of such co-fiscal agent or
<br />separate fiscal agent, so far as permitted by law, shall vest in and be exercised by the Fiscal Agent
<br />until the appointment of a new Fiscal Agent or successor to such co-fiscal agent or separate fiscal
<br />agent.
<br />Every co-fiscal agent or separate fiscal agent shall, to the extent permitted by law, but to
<br />such extent only, be appointed subject to the following terms, namely:
<br />(a) the Governmental Note shall be authenticated and delivered, and all rights, powers,
<br />trusts, duties and obligations by this Funding Loan Agreement conferred upon the Fiscal Agent in
<br />respect of the custody, control or management of money, papers, securities and other personal
<br />property shall be exercised solely by the Fiscal Agent;
<br />(b) all rights, powers, trusts, duties and obligations conferred or imposed upon the
<br />Fiscal Agent shall be conferred or imposed upon or exercised or performed by the Fiscal Agent,
<br />or by the Fiscal Agent and such co- fiscal agent, or separate fiscal agent jointly, as shall be provided
<br />in the instrument appointing such co- fiscal agent or separate fiscal agent, except to the extent that
<br /> 53
<br />12502516v3
<br />
<br />
|