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135242345v3 <br /> <br /> <br />47 <br />proper party or parties, including any Electronic Instruction and Notice as permitted <br />hereunder or under the Project Loan Agreement. <br />(b) Any notice, request, direction, election, order or demand of Governmental <br />Lender mentioned herein shall be sufficiently evidenced by an instrument signed in the <br />name of Governmental Lender by an Authorized Officer of Governmental Lender (unless <br />other evidence in respect thereof be herein specifically prescribed), and any resolution of <br />Governmental Lender may be evidenced to Fiscal Agent by a copy of such resolution duly <br />certified by an Authorized Officer of Governmental Lender. <br />(c) Any notice, request, certificate, statement, requisition, direction, election, <br />order or demand of Borrower mentioned herein shall be sufficiently evidenced by an <br />instrument purporting to be signed in the name of Borrower by any Authorized Officer of <br />Borrower (unless other evidence in respect thereof be herein specifically prescribed), and <br />any resolution or certification of Borrower may be evidenced to Fiscal Agent by a copy of <br />such resolution duly certified by a secretary or other authorized representative of Borrower. <br />(d) Any notice, request, certificate, statement, requisition, direction, election, <br />order or demand of Loan Servicer mentioned herein shall be sufficiently evidenced by an <br />instrument signed in the name of Loan Servicer by an Authorized Officer of Loan Servicer <br />(unless other evidence in respect thereof be herein specifically prescribed). <br />(e) Any notice, request, direction, election, order or demand of Funding Lender <br />Representative mentioned herein shall be sufficiently evidenced by an instrument <br />purporting to be signed in the name of Funding Lender Representative by any Authorized <br />Officer of Funding Lender Representative (unless other evidence in respect thereof be <br />herein specifically prescribed). <br />(f) In the administration of the trusts of this Funding Loan Agreement: <br />(i) Fiscal Agent may execute any of the trusts or powers hereby granted <br />directly or through its agents, custodians, nominees, receivers or attorneys <br />appointed with due care, and <br />(ii) Fiscal Agent may consult with counsel (who may be counsel for <br />Governmental Lender, Loan Servicer or Funding Lender Representative) <br />concerning all matters of trusts hereof and duties hereunder, and the opinion or <br />advice of such counsel shall be full and complete authorization and protection in <br />respect of any action taken, suffered or omitted by it hereunder in good faith and in <br />accordance with the opinion of such counsel. <br />(g) Whenever in the administration of the trusts of this Funding Loan <br />Agreement, Fiscal Agent shall deem it necessary or desirable that a matter be proved or <br />established prior to taking or permitting any action hereunder, such matters (unless other <br />evidence in respect thereof be herein specifically prescribed), may in the absence of <br />negligence or willful misconduct on the part of Fiscal Agent, be deemed to be conclusively <br />proved and established by a certificate of an officer or authorized agent of Governmental <br />Lender or Borrower and such certificate shall in the absence of bad faith on the part of