04-26-2023 Council Packet - Laserfiche WebLink

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77060962v1 15 Section 14. The Fiscal Agent and the Governmental Lender. The Fiscal Agent is entering into this Regulatory Agreement in its capacity as the fiscal agent of the Note pursuant to the Funding Loan Agreement and the protections afforded the Fiscal Agent therein shall apply to its duties and obligations under this Regulatory Agreement. In determining whether any default or lack of compliance by the Borrower exists under this Regulatory Agreement, the Fiscal Agent shall not be required to conduct any investigation into or review of the operations or records of the Borrower and, absent actual knowledge of any default or noncompliance, may assume compliance by the Borrower unless otherwise specifically notified in writing. The Governmental Lender may, at all times, assume the Borrower’s compliance with this Regulatory Agreement unless otherwise notified in writing by the Fiscal Agent (but the Fiscal Agent shall have no obligation to so notify the Governmental Lender), or unless the Governmental Lender has actual knowledge of noncompliance. The Fiscal Agent can rely on the accuracy of any certificates, instruments, opinions, or reports delivered to it by the Borrower. Following the payment in full and the discharge of the Note and the termination of the Funding Loan Agreement, if this Regulatory Agreement remains operative: (i) all obligations, rights, and duties of the Fiscal Agent under this Regulatory Agreement will terminate and be of no further force and effect; (ii) all actions required by the Fiscal Agent will instead be undertaken by the Governmental Lender; (iii) all notices to be delivered to the Fiscal Agent will instead be delivered to the Governmental Lender and all notices to be delivered by the Fiscal Agent will instead be delivered by the Governmental Lender; and (iv) the Fiscal Agent shall no longer be a party to this Regulatory Agreement and shall be considered released from all obligations hereunder and all references herein to the Fiscal Agent shall be deemed references to the Governmental Lender. Section 15. Amendment. The provisions hereof shall not be amended or revised prior to the stated term hereof except by an instrument in writing duly executed by the Governmental Lender, the Fiscal Agent, as may be required by the Loan Agreement, the Funding Loan Agreement, the Funding Lender, and the Borrower, and duly recorded in the same manner as this Regulatory Agreement. The Governmental Lender’s, Funding Lender’s, and Fiscal Agent’s consent to any such amendment or revision (whether or not the Note shall then be outstanding) shall be given only upon receipt of an opinion of Bond Counsel addressed to the Governmental Lender, the Funding Lender and Fiscal Agent that such amendment or revision will not adversely affect the exemption from federal income taxation of interest on the Note. None of the Governmental Lender, the Funding Lender or the Fiscal Agent shall have a duty to prepare any such consent, amendment, or revision. Section 16. Right of Access to the Project and Records. The Borrower agrees that during the term of this Regulatory Agreement, the Governmental Lender, the Fiscal Agent, and the duly authorized agents of either of them shall have the right (but not a duty) at all reasonable times, and upon reasonable notice of at least 24 hours, to enter upon the site of the Project during normal business hours to examine and inspect the Project and to have access to the books and records of the Borrower with respect to the Project, a copy of which shall be maintained at the site of the Project. Section 17. No Conflict with Other Documents. The Borrower warrants that it has not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof.