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77060853v2 <br /> <br /> <br />38 <br /> <br />liable for any error in judgment exercised in good faith and believed by it to be authorized or within the <br />discretion or rights or powers conferred upon it by this Funding Loan Agreement. <br />(b) Except as otherwise provided herein, the Fiscal Agent shall not be responsible for <br />and makes no representation as to the legality, effectiveness or sufficiency of any recital herein or in the <br />Funding Loan, or for the creation, perfection, priority, or protection of any lien securing the Governmental <br />Note. The Fiscal Agent shall not be responsible for the recording, re-recording, filing or re-filing or <br />otherwise for perfecting or maintaining the perfection of any lien or security interest of this Funding Loan <br />Agreement or the Borrower Loan Agreement, of any Financing Statements or continuation statements, or <br />for insuring the Security or the Project Facilities or collecting any insurance moneys, or for the validity of <br />this Funding Loan Agreement or of any supplements hereto or instruments of further assurance, or for the <br />sufficiency of the security for the Funding Loan issued hereunder or intended to be secured hereby, or for <br />the value of or title to the Project Facilities or otherwise as to the maintenance of the Security. The Fiscal <br />Agent shall not be liable to the Borrower, any Noteowner, any Beneficial Owner or any other Person for <br />any loss suffered in connection with any investment of funds made by it in accordance with Section 4.10 <br />hereof in good faith as instructed by the Borrower in accordance with the provisions of this Funding Loan <br />Agreement, and with the prior written consent of the Controlling Person, as applicable. The Fiscal Agent <br />shall have no duty or responsibility to examine or review and shall have no liability for the contents of any <br />documents submitted to or delivered to any Noteowner in the nature of a preliminary or final placement <br />memorandum, official statement, offering circular or similar disclosure document. Delivery of records <br />reports, information and documents to the Fiscal Agent is for informational purposes only and the Fiscal <br />Agent’s receipt of the foregoing shall not imply a duty or responsibility to examine or review and shall not <br />constitute constructive notice of any information contained therein or determinable from information <br />contained therein, including the Governmental Lender’s compliance with any of its covenants hereunder as <br />to which the Fiscal Agent is entitled to rely conclusively on officer’s certificates. <br />(c) The Fiscal Agent shall not be accountable for the use of any Governmental Note <br />authenticated or delivered hereunder after such Funding Loan shall have been delivered in accordance with <br />instructions of the Governmental Lender or for the use by the Borrower of the proceeds of the Funding <br />Loan advanced to the Borrower as provided in the Borrower Loan Agreement or for the use or application <br />of any money paid over by the Fiscal Agent in accordance with the provisions of this Fu nding Loan <br />Agreement. The Fiscal Agent may become the owner of Governmental Note secured hereby with the same <br />rights as any other Noteowner. <br />(d) The Fiscal Agent may conclusively rely and shall be protected in acting upon <br />opinions of Counsel and upon any notice, request, consent, certificate, order, affidavit, letter, telegram or <br />other paper or document believed to be genuine and correct and to have been signed or sent by the proper <br />person or persons. Any notices, directions, consents, approvals or requests provided to the Fiscal Agent <br />pursuant to the terms of this Funding Loan Agreement or any of the Funding Loan Documents shall not be <br />effective until provided in writing. Any action taken by the Fiscal Agent pursuant to this Funding Loan <br />Agreement upon the request or authority or consent of any Person who at the time of making such request <br />or giving such authority or consent is the Noteowner of Governmental Note shall be conclusive and binding <br />upon all future Noteowners of the same Funding Loan and upon Funding Loan issued in exchange therefor <br />or in place thereof. <br />(e) The permissive right of the Fiscal Agent to do things enumerated in this Funding <br />Loan Agreement or the Borrower Loan Agreement shall not be construed as duties. The Fiscal Agent shall <br />only be responsible for the performance of the duties expressly set forth herein and shall not be answerable <br />for other than its gross negligence, bad faith or willful misconduct in the performance of those express <br />duties.