06 120312 SA HA WASHINGTON Pl FLA - Attach 2

Home Browse Search

In complying with the foregoing covenants, the Governmental Lender may rely from time to time on a Tax Counsel No Adverse Effect Opinion or other appropriate opinion of Tax Counsel. Section 8.8. Performance by the Borrower. Without relieving the Governmental Lender from the responsibility for performance and observance of the agreements and covenants required to be performed and observed by it hereunder, the Borrower, on behalf of the Governmental Lender, may perform any such agreement or covenant if no Borrower Loan Agreement Default or Default under the Borrower Loan Agreement exists. Section 8.9. Maintenance of Records. The Funding Lender shall keep and maintain adequate records pertaining to the funds and accounts, if any, established hereunder, including all deposits to and disbursements from said funds and accounts and shall keep and maintain the registration books for the Funding Loan and interests therein. ARTICLE IX DEFAULT; REMEDIES Section 9.1. Provisions Regarding any Default and Acceleration. Upon a default by the Governmental Lender of its obligations hereunder or a default by the Borrower of its obligations under the Borrower Loan Documents, the Fiscal Agent shall, subject to the provisions of Article XI, take such actions, and only such actions, to enforce the provisions of this Funding Loan Agreement, the Borrower Loan Documents and the Funding Loan Documents as are specified in writing by the Governmental Lender Noteholder Representative or the Funding Lender. Notwithstanding the foregoing, or anything else to the contrary herein, no default by the Borrower under the Borrower Loan Agreement or the Borrower Notes shall constitute an event of default with respect to the Funding Loan (including, without limitation, a failure to make any payment due with respect to the Funding Loan as a consequence of the Borrower's failure to make any payment due under the Borrower Loan Agreement). The Governmental Lender's, Fiscal Agent's, Governmental Lender Noteholder Representative's, Funding Lender's and Servicer's remedies with respect to a default under the Borrower Loan Documents shall be as set forth under the Borrower Loan Documents. In the event of a default by the Borrower under the Borrower Loan Documents, the Funding Lender, in its discretion, may accelerate the amounts due under the Borrower Loan Agreement and take other remedial actions available thereunder without accelerating the amounts due with respect to the Funding Loan. Notwithstanding the foregoing, the Funding Lender may, upon the acceleration of the Borrower's obligations under the Borrower Loan Documents, direct the Fiscal Agent to simultaneously accelerate the maturity of the Funding Loan and apply any funds available hereunder to the payment of the Funding Loan (after paying the fees and expenses of the Fiscal Agent and the Governmental Lender). Any portion of the Funding Loan remaining outstanding upon such an acceleration of the Funding Loan shall be deemed paid upon transfer, to or at the direction of the Funding Lender, of the Borrower Loan Documents and all security therefor free and clear of the lien of this Funding Loan Agreement. T~+ ~nz ,orrn or~~n~ T ntirlnr n~tn ~ nnn+lL~r +A ~~7c ~tf'~1 ~ A H1 !~ I e (tPY1~ Y1~ ~~P Fillnllin T PY1(1PY 1Y1 1 !le V V 1~V111~i1V116Q1 LV11U~+1 -711Q11 1iVV~Jt~l a1,~+ YV 111 Lh,, x 1sVa1 1 1~V11~ all\.1 ~11V 1 bLllutllg l,Vll`iVl 111 exercising rights and remedies under the Borrower Loan Documents, but only upon being satisfactorily indemnified by the Borrower for any fees or expenses relating thereto as provided in the Borrower Loan Agreement and Regulatory Agreement. Section 9.2. Effectiveness of Sections 9.2 through 9.15 at the Direction of Governmental Lender; Events of Default. At the written request of the Governmental Lender Noteholder Representative or Funding Lender, the Governmental Lender shall authorize, by written notice to the Fiscal Agent, the effectiveness of this Section 9.2 and Sections 9.3 through 9.15. The Governmental C:1UsersltadlDesktoplSantaAna HA Washington Place 28 FLA.doc DRAFT 11/28/12 8:39AM