52-91 Gen Provisions - Sanitary Sewer Spec Oblig Bonds

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( by it to be authorized or within the discretion or rights conferred upon it by this Ordinance. The Fiscal Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Fiscal Agent. (b) The Fiscal Agent shall not be responsible for any recital herein or in any Bonds or Notes, or for the validity hereof or of any amendments thereto or instruments of further assuranc.., or for the sufficiency of the security for the Bonds and Notes issued hereunder or intended to be secured hereby. The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agre..ments on th.. part of the Issuer except as set forth in this Ordinance; but the Fiscal Agent may r..quire of the Issuer full information and advice as to the performance of the covenants, conditions and agreements provided herein. Except as otherwise provided, the Fiscal Ag..nt shall have no obligation to perform any of the duties of the Issuer hereunder. (c) The Fiscal Agent shall not be accountable for the application of the proceeds of any Bonds or Notes delivered hereunder. (d) The Fiscal Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, l..tter, telegram or other paper or document believed reasonably by it to be genuine and corr..ct and to have been signed or sent by the proper party or parties. Any action taken by the Fiscal Agent pursuant to this Ordinance upon the request or authority or consent of any party who at the time of making such request or giving such authority or consent is the Holder of any Bonds or Notes shall be conclusive and binding upon all future Holders of the same such Bonds or Notes and of Bonds or Notes issued in exchange therefor Or in place thereof. (e) As to the existencé or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Fiscal Agent shall be entitled to rely upon a certificate signed on behalf of the Issuer by an Authorized Officer thereof as sufficient evidence of the facts therein contained, and, prior to the occurrence of a default of which the Fiscal Agent has been notified as provided in paragraph (g) of this Section, or of which by said paragraph it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is nec..ssary or expedi..nt, but may at its discretion obtain such further evidenc.. deemed necessary or advisable, but shall in no case be bound to secure the same. Th.. Fiscal Agent may accept a certificate of the Clerk, or an assistant thereto having charge of the appropriate records to the effect that this Ordinance has been enacted by the Legislative Authority as conclusive evidence that such ordinance has b..en duly adopted and is in full force and effect. (f) The permissive right of the Fiscal Agent to do things enumerat..d in this Ordinance shall not be construed as a duty and the Fiscal Agent shall not be answerable for oth..r than its negligence or willful misconduct.. (g) Subject to the provisions of the last paragraph of Section 33 hereof, the Fiscal Agent shall not be required to take notice ot be deemed to have notice of any default hereunder, except events of default described in paragraphs (a) and (b) of Section 33 hereof, unless the Fiscal Agent shall be specifically notified by writing delivered to it of such default by the Holders of at least twenty-five percent (25%) in aggregate principal amount of Bonds and Notes of all isSues then outstanding, and in the absence of such notice so delivered, the Fiscal Agent may conclusively assume there is no default except as aforesaid. -20-