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39 199386222v3 (d) An amendment or other document described under this Article that materially affects any rights or obligations of the Borrower shall not become effective unless and until the Borrower shall have consented to the execution of such amendment or other document (provided that no such consent shall be required if the Borrower is in default beyond any applicable cure period under any Funding Loan Document). ARTICLE VII THE FISCAL AGENT Section 7.1 Appointment of Fiscal Agent. The Fiscal Agent is hereby appointed and does hereby agree to act in such capacity, and to perform the duties of the Fiscal Agent under this Funding Loan Agreement, but only upon and subject to the following express terms and conditions (and no implied covenants or other obligations shall be read into this Funding Loan Agreement against the Fiscal Agent): (a) The Fiscal Agent may execute any of its trusts or powers hereunder and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of such attorneys, agents or receivers appointed with due care. The Fiscal Agent shall be entitled to advice of Counsel concerning all matters hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees. The Fiscal Agent may act upon the opinion or advice of Counsel, accountants, engineers or surveyors selected by it in the exercise of reasonable care or, if the same are selected by the Borrower. 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 4.10 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