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Name of Recipient
<br /> Agreement No.: XX-XXX-550
<br /> Project No.: C-06-XXXX-XXX
<br /> (b) Disclosure of Financial Information, Operating Data, and Other Information. The Recipient
<br /> covenants to furnish such financial, operating and other data pertaining to the Recipient as may
<br /> be requested by the State Water Board to: (i) enable the State Water Board to cause the
<br /> issuance of Bonds and provide for security therefor; or(ii)enable any underwriter of Bonds
<br /> issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5). The
<br /> Recipient further covenants to provide the State Water Board with copies of all continuing
<br /> disclosure reports and materials concerning the Recipient required by the terms of any financing
<br /> other than this Agreement and to submit such reports to the State Water Board at the same time
<br /> such reports are submitted to any dissemination agent, trustee, nationally recognized municipal
<br /> securities information repository, the Municipal Securities Rulemaking Board's Electronic
<br /> Municipal Market Access (EMMA)website or other person or.entity.
<br /> 5.2 Assignability.
<br /> The Recipient agrees and consents to any pledge, sale, or assignment,to the Bank or a trustee for the
<br /> benefit of the owners of the Bonds, if any, at any time of any.pohion of the.State Water Board's estate,
<br /> right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers
<br /> and agreements in the name and on behalf of the State Water Board, as agent.and attorney-in-fact, and
<br /> to perform all other related acts which are necessary and appropriate under thisAgreement, if any, and
<br /> the State Water Board's estate, right, title, and interest-and claim in, to and under this Agreement to
<br /> Installment Payments (but excluding the State Water Board's rightsto,Additional Payments and to
<br /> notices, opinions and indemnification under each Obligation),, This Agreement is not assignable by the
<br /> Recipient, either in whole or in part, without the consent of the State'Water Board in thefdrm of a formal
<br /> written amendment to this Agreement. ,
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<br /> 5.3 State Reviews and Indemnification:. ,
<br /> The parties agree that review or approval of Project plans'and specifications by the State Water Board is
<br /> for administrative purposes orilyand does not relieve the ReoipientoLits responsibility to properly plan,
<br /> design, construct, operate(and maintain the Project"To,the exteritpermitted by law, the Recipient
<br /> agrees to indemnify, defend;and hold harmless the State Water Board, the Bank, and any trustee, and
<br /> their officers, employees, and agents-forthe Bonds, if,any(collectively, "Indemnified Persons"), against
<br /> any loss or liability-arising outof any claim or action brought against any Indemnified Persons from and
<br /> against any andhalllosses,,claims, damages;liabilities, or expenses, of every conceivable kind, character,
<br /> and nature whatsoever arising out of,resulting from, dr'in any way connected with (1) the System or the
<br /> Projector the conditions, occupancy;use,possessioht conduct, or management of, work done in or
<br /> about, ortheplanning, desigh„acquisition, installation, or construction, of the System or the Project or
<br /> any part thereof;'(2)the carrying;out of any.of"the transactions contemplated by this Agreement or any
<br /> related document;(3) any violation of any applicable law, rule or regulation, any environmental law
<br /> (including, without.hrmitation, the Federal Comprehensive Environmental Response, Compensation and
<br /> Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account
<br /> Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the
<br /> Occupational Safety and'Health Act, the Safe Drinking Water Act, the California Hazardous Waste
<br /> Control Law, and California WaterCode Section 13304, and any successors to said laws), rule or
<br /> regulation or the release of any toxic substance on or near the System; or(4) any untrue statement or
<br /> alleged untrue statement of any material fact or omission or alleged omission to state a material fact
<br /> necessary to make the statements required to be stated therein, in light of the circumstances under which
<br /> they were made, not misleading with respect to any information provided by the Recipient for use in any
<br /> disclosure document utilized in connection with any of the transactions contemplated by this Agreement.
<br /> To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award
<br /> entered or made against Indemnified Persons with respect to any such claim or action, and any
<br /> settlement, compromise or other voluntary resolution. The provisions of this section shall survive the term
<br /> of this Agreement and the discharge of the Recipient's Obligation hereunder.
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