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<br />the enforceability (but not the validity thereof) may be limited by bankruptcy, insolvency, reorganization,
<br />moratorium and other similar laws affecting the enforcement of creditors' rights generally.
<br />Section 1.28. Pending Litigation. There are no proceedings pending or, to the knowledge of
<br />the Grantor threatened, against or affecting the Grantor in any court or before any governmental authority
<br />or arbitration board or tribunal which if adversely determined would materially and adversely affect the
<br />properties, business, prospects, profits or condition (financial or otherwise) of the Grantor or the right or
<br />ability of the Grantor to enter into the Financing Documents to which it is a party, and if any such
<br />proceedings are subsequently initiated or threatened then the Grantor will promptly provide written notice
<br />to the Beneficiary. The Grantor is not in default with respect to any order of any court or governmental
<br />authority or arbitration board or tribunal.
<br />Section 1.29. Compliance With Law. The Grantor is in substantial compliance with all laws,
<br />ordinances, governmental rules or regulations to which it is subject, including, without limitation, the
<br />Occupational Safety and Health Act of 1970, the Employee Retirement Income Security Act of 1974 and
<br />all laws, ordinances, governmental rules or regulations relating to environmental protection the violation
<br />of which would materially and adversely affect the properties, business, prospects, profits or condition
<br />(financial or otherwise) of the Grantor.
<br />Section 1.30. Appointment of Successor Trustee. If the Trustee shall resign or become
<br />disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when
<br />requested by the Beneficiary to do so, or if, for any reason, the Beneficiary shall prefer to appoint a
<br />substitute Trustee to act instead of the Trustee named herein, the Beneficiary shall have full power to
<br />appoint, by written instrument, a substitute Trustee, and, if necessary, several substitute Trustees in
<br />succession, who shall succeed to all the estate, rights, powers and duties of the original Trustee named
<br />herein. Such appointment may be executed by any authorized agent of the Beneficiary, and, if the
<br />Beneficiary is a corporation and such appointment is executed on its behalf by any officer of such
<br />corporation, such appointment shall be conclusively presumed to be executed with authority and shall be
<br />valid and sufficient without proof of any action by the board of directors or any superior officer of the
<br />corporation.
<br />Section 1.31. Transfer of Interests in the Grantor or Mortgaged Estate. Except in
<br />accordance with the terms and restrictions of the Loan Agreement and the Indenture, and except for
<br />Permitted Encumbrances as defined in the Loan Agreement, the Grantor shall not, by operation of law or
<br />otherwise, sell, convey, alienate, transfer, mortgage, encumber or assign ownership or control of all or
<br />any interest in the Grantor or any part of the Mortgaged Estate or any interest therein,
<br />Section 1.32. Lease Provisions. Any lease of all or any part of the Mortgaged Estate by the
<br />Grantor permitted hereunder shall contain a provision obligating such lessee to enter into a subordination,
<br />attornment and nondisturbance agreement with the Beneficiary, in form and substance satisfactory to the
<br />Beneficiary.
<br />Section 1.33. Defeasance Terminates Lien. Upon defeasance of all Outstanding Bonds in
<br />accordance with the Indenture, the lien hereof upon the Mortgaged Estate shall cease, and the Beneficiary
<br />and Trustee shall execute and deliver to the Grantor at the Grantor's expense all documents necessary to
<br />effect such a release.
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