05-27-2026 Council Packet - Laserfiche WebLink

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42 199386222v3 (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, the Governmental Note to become an arbitrage bond 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 acting or omitting to act pursuant to any of the Funding Loan Documents, the Fiscal Agent shall not incur any liability with respect to any action taken or omitted at the direction of the Controlling Person. 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, and subject to the provisions of Section 7.01(h), the Fiscal Agent shall follow such directions. (r) The Fiscal Agent’s immunities and protections from liability and its rights to indemnification in connection with the performance of its duties under this Funding Loan Agreement shall likewise extend to the Fiscal Agent’s officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Fiscal Agent’s rights to compensation, shall survive the Fiscal Agent’s resignation or removal, the discharge of this Funding Loan Agreement and the final payment of the Funding Loan. (s) The Fiscal Agent, in its commercial banking or in any other capacity, may in good faith buy, sell, own, hold or deal in any of the Funding Loan and may join in any action that any Noteowner may be entitled to take with like effect as if it were not the Fiscal Agent. The Fiscal Agent, in its commercial banking or in any other capacity, may also engage in or be interested in any financial or other transaction with the Borrower and may act as depository, Fiscal Agent or agent for any committee of Noteowners secured hereby or other obligations of the Borrower, as freely as if it were not the Fiscal Agent hereunder. The provisions of this paragraph shall extend to the affiliates of the Fiscal Agent. (t) Whether or not expressly so provided, each and every provision of this Funding Loan Agreement or the other funding Loan Documents relating to the conduct or affecting the liability of or affording protection to the Fiscal Agent is subject to the provisions of this Section. (u) The Fiscal Agent shall not in any event be responsible or liable for any failure or delay in the performance of its obligations under the Funding Loan Documents arising out of or caused, directly or indirectly, by circumstances or forces beyond its control, including, without limitation, acts of God or nuclear or natural catastrophes; earthquakes; fire; flood; hurricanes or other storms; acts of war or civil or military disturbances; terrorism; similar military disturbances; sabotage; epidemic; pandemic; quarantine restrictions; recognized public emergencies; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; hacking, cyber-attacks, or other use or