06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 38 care or, if the same are selected by the Governmental Lender, approved by the Fiscal Agent in the exercise of reasonable care. The Fiscal Agent shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. The Fiscal Agent shall not be liable for any error in judgment exercised in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Funding Loan Agreement. (b) Except as otherwise provided herein, the Fiscal Agent shall not be responsible for and makes no representation as to the legality, effectiveness or sufficiency of any recital herein or in the Funding Loan, or for the creation, perfection, priority, or protection of any lien securing the Governmental Note. The Fiscal Agent shall not be responsible for the recording, re-recording, filing or re-filing or otherwise for perfecting or maintaining the perfection of any lien or security interest of this Funding Loan Agreement or the Borrower Loan Agreement, of any Financing Statements or continuation statements, or for insuring the Security or the Project Facilities or collecting any insurance moneys, or for the validity of this Funding Loan Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Funding Loan issued hereunder or intended to be secured hereby, or for the value of or title to the Project Facilities or otherwise as to the maintenance of the Security. The Fiscal Agent shall not be liable to the Borrower, any Noteowner, any Beneficial Owner or any other Person for any loss suffered in connection with any investment of funds made by it in accordance with Section 4.7 hereof in good faith as instructed by the Borrower in accordance with the provisions of this Funding Loan Agreement, and with the prior written consent of the Controlling Person, as applicable. The Fiscal Agent shall have no duty or responsibility to examine or review and shall have no liability for the contents of any documents submitted to or delivered to any Noteowner in the nature of a preliminary or final placement memorandum, official statement, offering circular or similar disclosure document. Delivery of records reports, information and documents to the Fiscal Agent is for informational purposes only and the Fiscal Agent’s receipt of the foregoing shall not imply a duty or responsibility to examine or review and shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Governmental Lender’s compliance with any of its covenants hereunder as to which the Fiscal Agent is entitled to rely conclusively on officer’s certificates. (c) The Fiscal Agent shall not be accountable for the use of any Governmental Note authenticated or delivered hereunder after such Funding Loan shall have been delivered in accordance with instructions of the Governmental Lender or for the use by the Borrower of the proceeds of the Funding Loan advanced to the Borrower as provided in the Borrower Loan Agreement or for the use or application of any money paid over by the Fiscal Agent in accordance with the provisions of this Funding Loan Agreement. The Fiscal Agent may become the owner of Governmental Note secured hereby with the same rights as any other Noteowner. (d) The Fiscal Agent may conclusively rely and shall be protected in acting upon opinions of Counsel and upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any notices, directions, consents, approvals or requests provided to the Fiscal Agent pursuant to the terms of this Funding Loan Agreement or any of the Funding Loan Documents shall not be effective until provided in writing. Any action taken by the Fiscal Agent pursuant to this Funding Loan Agreement upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the Noteowner of Governmental Note shall be conclusive and binding upon all future Noteowners of the same Funding Loan and upon Funding Loan issued in exchange therefor or in place thereof. (e) The permissive right of the Fiscal Agent to do things enumerated in this Funding Loan Agreement or the Borrower Loan Agreement shall not be construed as duties. The Fiscal Agent shall only be responsible for the performance of the duties expressly set forth herein and shall not be answerable