|
200602198
<br />Section 1.12 Actions by the Beneficiary and/or the Trustee To Preserve Mortgaged
<br />Estate. Should the Grantor fail to make any payment or to do any act as and in the manner provided
<br />herein, the Beneficiary, in its sole discretion, and with notice to, or demand upon, the Grantor and without
<br />releasing the Grantor from any Secured Obligation, may make or do the same in such manner and to such
<br />extent as the Beneficiary may deem necessary to protect the security hereof. In connection therewith
<br />(without limiting its general powers), the Beneficiary shall have and is hereby given the right, but not the
<br />obligation: (1) to enter upon and take possession of the Mortgaged Estate; (2) to direct the Grantor to
<br />terminate any management agent, if any, and to employ such management agent as the Beneficiary may
<br />determine in its sole and absolute discretion, provided that the Borrower receives an Opinion of Bond
<br />Counsel that the hiring of such management agent will not adversely affect the exclusion from gross
<br />income for federal income tax purposes of interest on the Bonds; (3) to make additions, alterations,
<br />repairs and improvements to the Mortgaged Estate which it may consider necessary or proper to keep the
<br />Mortgaged Estate in good condition and repair; (4) to appear and participate in any action or proceeding
<br />affecting or which may affect the security hereof or the rights or powers of the Beneficiary or the Trustee;
<br />(5) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which affects
<br />the security hereof or is prior or superior hereto; and (6) in exercising such powers, to pay necessary
<br />expenses, including employment of counsel or other necessary or desirable consultants. The Grantor
<br />shall immediately upon demand therefor by the Beneficiary pay all of the foregoing costs and expenses
<br />incurred by the Beneficiary in connection with the exercise by the Beneficiary of the foregoing rights,
<br />including without limitation costs of evidence of title, court costs, appraisals, surveys and reasonable
<br />attorneys' fees provided, however, that the Grantor shall not be liable to pay for any such costs or
<br />expenses incurred by the Beneficiary due to the gross negligence, willful misconduct or breach of trust of
<br />the Beneficiary or its affiliates, directors, officers, agents or employees.
<br />Section 1.13. Survival of Warranties. The Grantor shall fully and faithfully satisfy and
<br />perform the Secured Obligations. All representations, warranties and covenants of the Grantor contained
<br />herein shall remain continuing obligations, warranties and representations of the Grantor during any time
<br />when any portion of the obligations secured hereby remain outstanding.
<br />Section 1.14. Eminent Domain. Should the Mortgaged Estate, or any part thereof or interest
<br />therein, be taken or damaged by reason of any public improvement or condemnation proceeding, or in
<br />any other manner ( "Condemnation "), or should the Grantor receive any notice or other information
<br />regarding such proceeding, the Grantor shall give prompt written notice thereof to the Beneficiary. The
<br />Beneficiary may participate in any such Condemnation proceedings, and the Grantor shall from time to
<br />time deliver to the Beneficiary all instruments requested by the Beneficiary to permit such participation.
<br />The Grantor shall, at its expense, diligently prosecute any such proceedings and shall consult with the
<br />Beneficiary and its attorneys and experts, and cooperate with it in the carrying on or defense of any such
<br />proceedings. All proceeds of Condemnation awards or proceeds of sale in lieu of Condemnation with
<br />respect to the Mortgaged Estate and all judgments, decrees and awards for injury or damage to the
<br />Mortgaged Estate or any part thereof or interest therein shall be paid to the Grantor or the Beneficiary as
<br />provided in Section 5.9 of the Loan Agreement, and if to the Beneficiary, shall be applied first to all
<br />reasonable costs and expenses incurred by the Beneficiary in obtaining the proceeds. The balance of
<br />proceeds, if any, shall be applied as directed by the Grantor or the Issuer in accordance with the
<br />provisions of the Loan Agreement and the Indenture.
<br />The Grantor hereby assigns and transfers to the Beneficiary, and agrees to execute such further
<br />assignments of, all such proceeds, judgments, decrees and awards as the Beneficiary may request. The
<br />Beneficiary is hereby authorized, in the name of the Grantor, to execute and deliver valid acquittances for,
<br />and to appeal from, any such judgment, decree or award. The Grantor hereby authorizes, directs and
<br />empowers the Beneficiary, at its option and with notice to the Grantor, on the Grantor's behalf, or on
<br />behalf of the successors or assigns of the Grantor, to adjust, compromise, claim, collect and receive such
<br />
|