11-14-01 2. LOAN AGREEMENT - Laserfiche WebLink

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ARTICLE VI SPECIAL COVENANTS Section 6.01 No Warranty of Condition or Suitability;Indemnification. The City does not make any warranty,either express or implied,as to the design or capacity of the Project Facilities,as to the suitability for operation of the Project Facilities,or that they will be suitable for the Borrower's purposes or needs. The Borrower hereby releases the City from,agrees that the City shall not be liable for,and agrees to hold the City,its Common Council and its respective officers and employees,harmless against,any claim, cause of action,suit or liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project,the Project Facilities or the use thereof. The Borrower further agrees to indemnify and hold harmless the City, its officers and employees, against any and all losses, claims, damages or liability to which the City, its officers and employees, may become subject under any law in connection with the issuance and sale of the Bonds and the carrying out of the transactions contemplated by this Agreement,and to reimburse the City, its officers and employees,for any out-of-pocket legal and other expenses(including reasonable counsel fees)incurred by the City, its officers and employees, in connection with investigating any such losses,claims, damages or liabilities or in connection with defending any actions relating thereto. The City agrees,at the request and expense of the Borrower,to cooperate in the making of any investigation in defense of any such claim and promptly to assert any or all of the rights and privileges and defenses which may be available to the City. The provisions of this Section shall survive the payment and redemption of the Bonds. Section 6.02 Financial Statements and other Reports. The Borrower shall provide to the Trustee,the Original Purchaser and any Holder who so requests: (a) By no later than 120 days after the close of each Fiscal Year during the Term hereof,beginning with the first full Fiscal Year following the Completion Date, a copy of annual financial statements of the Borrower for the preceding Fiscal Year, prepared in accordance with generally accepted accounting principles,consistently applied, accompanied by an audit report of an Independent certified public accountant, covering the operations of the Borrower for such Fiscal Year and containing a balance sheet as at the end of such Fiscal Year, showing in comparative form the financial data for the preceding Fiscal Year,and accompanied by a separate written statement of such accountant preparing such report that the accountant has obtained no knowledge of any default by the Borrower in the fulfillment of any of the terms, covenants, provisions or conditions of this Agreement,or if the accountant shall have obtained knowledge of any such default, a description of such default; but such accountant shall not hereby be held liable directly or indirectly to anyone for such accountant's failure to obtain knowledge of any default. (b) By no later than 120 days after the last day of each Fiscal Year during the Term hereof,beginning with the first full Fiscal Year following the Completion Date,a Certificate of the Authorized Borrower Representative stating that the Borrower whether or not,after such review as is appropriate,the Borrower has complied with all terms and covenants herein during such year, and if the Borrower has not, specifying the same. -40-