06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 40 event of receipt of an Opinion of Tax Counsel concluding that a Determination of Taxability has occurred, and in the absence of such notice the Fiscal Agent may conclusively presume there is no Determination of Taxability and no default except as aforesaid. All notices required to be delivered to the Fiscal Agent must, in order to be effective, be delivered to a Responsible Officer of the Fiscal Agent at the designated corporate trust office of the Fiscal Agent. The Fiscal Agent may nevertheless require the Governmental Lender and the Borrower to furnish information regarding performance of their obligations under the Borrower Loan Agreement and this Funding Loan Agreement, but is not obligated to do so. (k) The Fiscal Agent shall, prior to any Event of Default and after the curing of all Events of Default which may have occurred, perform such duties and only such duties of the Fiscal Agent as are specifically set forth in this Funding Loan Agreement. The Fiscal Agent shall, during the existence of any Event of Default which has not been cured, exercise such of the rights and powers vested in it by this Funding Loan Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs. (l) In addition to the Fiscal Agent’s other duties hereunder, the Fiscal Agent shall authenticate and cancel Funding Loan as provided herein, keep such books and records relating to such duties as shall be consistent with industry practice and make such books and records available for inspection by the Governmental Lender and the Borrower at all reasonable times. All Funding Loan shall be made available for authentication, exchange and registration of transfer at the principal office of the Fiscal Agent. (m) The Fiscal Agent shall have no duty to inspect or oversee the construction or completion of the Improvements or to verify the truthfulness or accuracy of the certifications made by the Borrower in any Requisition. (n) Without limiting the duties of the Fiscal Agent expressly set forth herein, the Fiscal Agent shall have no obligation or responsibility whatsoever in connection with (i) any federal or state tax- exempt status of the Funding Loan or the interest thereon; (ii) the consequences of the investment or non-investment of any funds or accounts relating to the Funding Loan under Section 148 of the Code, or (iii) the calculation of any amount required to be rebated to the United States under Section 148 of the Code, or for determining whether the yield on any investments made in accordance with the Funding Loan would cause, or whether any other facts exist which would cause, any of the Notes to become arbitrage bonds under Section 148 of the Code. (o) No provision of this Funding Loan Agreement, the Borrower Loan Agreement or the Funding Loan shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (p) Whenever in the administration of this Funding Loan Agreement the Fiscal Agent deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent may, in the absence of bad faith on its part and except as otherwise expressly set forth herein, rely upon a written certificate of the Controlling Person or the Funding Lender. (q) In the absence of a direction from the Controlling Person, if the Fiscal Agent receives inconsistent or conflicting requests and indemnity from two or more groups of Noteowners of the Funding Loan, each representing less than a majority in aggregate principal amount of the Funding Loan outstanding, pursuant to the provisions of this Funding Loan Agreement, the directions given by the group of Noteowners which holds the largest percentage of the principal amount of the Funding Loan shall be controlling and the Fiscal Agent shall follow such directions.