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In the absence of willful misconduct, the Fiscal Agent may conclusively rely, as to the <br />truth of the statements and the correctness of the opinions expressed therein, upon certificates, <br />written directions or opinions furnished to the Fiscal Agent and conforming to the requirements <br />of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be <br />protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding in <br />accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent <br />or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith <br />reasonably believe to be genuine and to have been adopted or signed by the proper person or to <br />have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal <br />Agent shall not be under any duty to make any investigation or inquiry as to any statements <br />contained or matters referred to in any such instrument. <br />The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or <br />observance of any of the terns, conditions, covenants or agreements of the City herein or in any <br />of the documents executed by the City in connection with the Bonds. <br />The Fiscal Agent shall not be liable for <br />responsible officer of the Fiscal Agent unlos: <br />negligent in ascertaining the pertinent facts. <br />any error of judgment made in good faith by a <br />it shall be proved that the Fiscal Agent was <br />No provision of this Agreement shall require the Fiscal Agent to expend or risk its own <br />fruids or otherwise incur any financial liability in the performance of any of its duties heretmder, <br />or in the exercise of any of its rights or powers unless indemnity and security satisfactory to the <br />Fiscal Agent shall have been provided to the Fiscal Agent. <br />The Fiscal Agent shall not be responsible for accounting for, or paying to, any party to <br />this Agreement, including, but not limited to the City and the Owners, any returns on or benefit <br />from funds held for payment of unredeemed Bonds or outstanding checks and no calculation of <br />the same shall affect, or result in any offset against, fees due to the Fiscal Agent under this <br />Agreement. <br />The Fiscal Agent shall be under no obligation to exercise any of the rights or powers <br />vested in it by this Agreement at the request or direction of any of the Owners pursuant to this <br />Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or <br />indemnity against the costs, expenses and liabilities which might be incurred by it in compliance <br />with such request or direction. <br />The Fiscal Agent shall have no responsibility with respect to the payment of Debt Service <br />by the City or with respect to the observance or performance by the City of the other conditions, <br />covenants and terms contained herein, or with respect to the investment of any moneys in any <br />fund or account established, held or maintained by the City pursuant to this Fiscal Agent <br />Agreement or otherwise. <br />All indemnification and releases from liability granted herein to the Fiscal Agent shall <br />extend to the agents, consultants, directors, officers and employees of the Fiscal Agent (including <br />legal counsel). The Fiscal Agent may exercise any of its duties or powers or perform its duties <br />through attorneys, agents or receives. <br />-30- <br />55B -50 <br />