04-26-2023 Council Packet - Laserfiche WebLink

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77060853v2 33 held in the Operating Reserve Fund shall be released not more frequently than annually to the Borrower upon its written request and with the prior written consent of the Controlling Person. Upon payment in full of the Governmental Note and upon payment of amounts payable to the United States of America pursuant to any rebate requirement and any other amounts owing hereunder and under the Borrower Loan Agreement, any amounts remaining in the Operating Reserve Fund shall be paid to the Borrower as soon as practicable. Section 4.8 Transfers Between Funds and Accounts; Use of Amounts in Funds and Accounts. The Fiscal Agent shall transfer moneys between Accounts as directed in writing by the Controlling Person and consented to by the Borrower, provided that no consent shall be required with respect to a transfer pursuant to Section 4.4(c) above or following the occurrence and during the continuance of a Default or Event of Default hereunder. Upon the occurrence and continuation of an Event of Default hereunder, all money and investments hereunder may be disbursed at the direction of the Controlling Person to pay any costs and expenses of the Project Facilities, to pay costs of enforcement of the Funding Loan Documents and to pay any and all amounts owed by the Borrower under any of the Funding Loan Documents, in whatever amounts and in whatever order the Controlling Person may determine. Upon the cure of any Event of Default, the Fiscal Agent shall once again obtain the consent of the Borrower. Section 4.9 Records. (a) The Fiscal Agent shall keep and maintain adequate records pertaining to any funds and accounts established hereunder, including all deposits to and disbursements from said funds and accounts and shall keep and maintain the registration books for the Funding Loan and interests therein. The Fiscal Agent shall retain in its possession all certifications and other documents presented to it, all such records and all records of principal, interest and premium paid on the Funding Loan, subject to the inspection of the Governmental Lender or the Funding Lender and its representatives at all reasonable times and upon reasonable prior notice. (b) The Governmental Lender will at any and all times, upon the reasonable request of the Controlling Person, the Borrower or the Funding Lender, afford and procure a reasonable opportunity by their respective representatives to inspect the books, records, reports and other papers of the Governmental Lender relating to the Project and the Funding Loan, if any, and to make copies thereof. Section 4.10 Investment of Funds. Amounts held in any funds or accounts created pursuant to this Funding Loan Agreement shall be invested in Permitted Investments at the direction of the Borrower, with the consent of the Controlling Person, subject in all cases to the restrictions set forth in the Tax Certificate. The Fiscal Agent shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any investment, reinvestment, sale or liquidation of an investment hereunder. Investment of funds pursuant to this agreement shall be limited as to amount and yield of investment in such manner that no part of the outstanding Governmental Note shall be deemed "arbitrage bonds" under the Internal Revenue Code and regulations thereunder; provided that the Fiscal Agent has no duty to monitor the yield on any directed investment or any obligation to limit the yield on any investment the Borrower directs the Fiscal Agent to make. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investments. The Fiscal Agent shall have no responsibility whatsoever to determine whether any investments made pursuant to this agreement are or continue to be Permitted Investments. Any deposit or investment directed by the Borrower shall constitute a certification by the Borrower to the Fiscal Agent that the assets so deposited or to be purchased pursuant to such directions are Permitted Investments and are in accordance with the Tax Certificate . In no event shall the Fiscal Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. In the event of a loss on the sale of such investments, the Fiscal Agent shall have no responsibility in respect of such loss.