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Fiscal Agent shall transmit to the Governmental Lender, the Borrower, the Equity Investor, the Servicer,
<br />if any, and the Funding Lender, in the manner and at the addresses for notices set forth in Section 12.1
<br />hereof, notice of such default hereunder known to the Fiscal Agent pursuant to Section 11.4(g) hereof,
<br />unless such default shall have been cured or waived.
<br />hereof:
<br />Section 11.4. Certain Rights of Fiscal Agent. Except as otherwise provided in Section 11.1
<br />(a) The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon
<br />any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
<br />bond, note, debenture, coupon or other paper or document believed by it to be genuine and to have been
<br />signed or presented by the proper party or parties;
<br />(b) Any request or direction of the Governmental Lender mentioned herein shall be
<br />sufficiently evidenced by a certificate or order executed by an Authorized Governmental Lender
<br />Representative;
<br />(c) Whenever in the administration of this Funding Loan Agreement or any Borrower Loan
<br />Document the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking,
<br />suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically
<br />prescribed) may, in the absence of bad faith on its part, rely upon a Written Certificate of the
<br />Governmental Lender, the Funding Lender, the Servicer or the Borrower, as appropriate;
<br />(d) The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
<br />vested in it by this Funding Loan Agreement or any Borrower Loan Document at the request or direction
<br />of the Funding Lender, pursuant to this Funding Loan Agreement, unless the Funding Lender shall have
<br />offered to the Fiscal Agent in writing security or indemnity reasonably satisfactory to the Fiscal Agent
<br />against the costs, expenses and liabilities which might be incurred by it in compliance with such request
<br />or direction, except costs, expenses and liabilities which are adjudicated to have resulted from its own
<br />negligence or willful misconduct, provided, that nothing contained in this subparagraph (d) shall be
<br />construed to require such security or indemnity for the performance by the Fiscal Agent of its obligations
<br />under Article VIII hereof;
<br />(e) The Fiscal Agent shall not be bound to make any investigation into the facts or matters
<br />stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
<br />consent, order, bond, note, debenture, coupon or other paper or document but the Fiscal Agent, in its
<br />discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
<br />if the Fiscal Agent shall determine to make such further inquiry or investigation, it shall be entitled to
<br />examine the books and records of the Governmental Lender, if any, and of the Borrower, in either case
<br />personally or by agent or attorney after reasonable notice and during normal business hours;
<br />(f) The Fiscal Agent may execute any of the trusts or powers hereunder or perform any
<br />dut1es hereunder either directly or by or tl~rn»gh agents or attorneys and pay reasonable con~pensatior~
<br />thereto and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any
<br />agent or attorney appointed with due care by it hereunder. The Fiscal Agent may act upon the advice of
<br />counsel of its choice concerning all matters hereof and the Fiscal Agent shall not be responsible for any
<br />loss or damage resulting from any action or inaction taken in good faith reliance upon said advice; and
<br />(g) The Fiscal Agent shall not be required to take notice or be deemed to have notice of any
<br />default hereunder or under any Borrower Loan Document except for failure by the Borrower to make
<br />payments of principal, interest, premium, if any, or Governmental Lender Fee when due, unless a
<br />C:1tJserslta~lDesktoplSanta Ana HA Washington Place 36
<br />FLA.doc
<br />DRAFT 11/28/12 $:39AM
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