HomeMy WebLinkAboutC.054.93011_0432 (2)2.7 Sale or Encumbrance. The County will not sell, encumber or otherwise dispose of any of
the Trust Estate except as permitted by the Agreement or this Deed of Trust.
2.8 Fees and Expenses. The County will pay or reimburse the Beneficiary and the Trustee
for all reasonable attorneys' fees, costs and expenses incurred by the Beneficiary or the Trustee
in any action, legal proceeding or dispute of any kind which affects the Agreement, the interest
created herein, or the Trust Estate, including but not limited to, any foreclosure of this Deed of
Trust, any condemnation action involving the Land or any action to protect the security hereof.
Any such amounts paid by the Beneficiary shall be due and payable upon demand and shall be
secured hereby.
2.9 Compliance with Law. The County will do, or cause to be done, all such things as may
be required by law in order fully to protect the security and all rights of the Beneficiary under
this Deed of Trust. The County shall not cause or permit the lien of this Deed of Trust to be
impaired in any way.
2.10 Inspection. The County will permit the Beneficiary or its agents, at reasonable times
during business hours (unless an emergency exists), to enter and pass through or over the Land
for the purpose of inspecting the Trust Estate.
2.11 Releases and Waivers. The County agrees that no release by the Beneficiary of any
portion of the Trust Estate no subordination of lien, no waiver of any right granted or remedy
available to the Beneficiary and no action taken or not taken by the Beneficiary, shall in any way
diminish the County's obligation to the Beneficiary or have the effect of releasing the County, or
any successor to the County, from full responsibility to the Beneficiary for the complete
discharge of each and every one of the County's obligations hereunder or under the Agreement.
2.12 Grant of Easements. If no Event of Default (as defined below) under this Deed of Trust
shall have occurred and shall continue to exist, the County may at any time or times grant
easements, licenses, rights of way and other rights or privileges in the nature of easements with
respect to any part of the Trust Estate, and the County may release existing interests, easements,
licenses, rights of way and other rights or privileges with or without consideration, and the
Beneficiary agrees that it shall execute and deliver and will cause, request or direct the Trustee to
execute and deliver any instrument reasonably necessary or appropriate to grant or release any
such interests, easement, license, right of way or other right or privilege but only upon receipt of
(i) a copy of the instrument of grant or release, (ii) a written application signed by the County
requesting such instrument, and (iii) a certificate executed by an authorized representative of the
County that the grant or release (A) is not detrimental to the proper conduct of the operations of
the County at the Trust Estate, (B) will not impair the effective use of or interfere with the
operations of the County at the Trust Estate, and (C) will not substantially impair the security
under this Deed of Trust in contravention of the provisions hereof.
2.13 Release of Portion of Trust Estate. So long as any Installment Payments,
Additional Payments or other financial obligations secured by this Deed of Trust shall remain
unpaid, a parcel of or interest in Land constituting part of the Trust Estate shall be released from
the lien and security of this Deed of Trust upon request of the Grantor to the Trustee and the
Beneficiary only when and if the following requirements have been fulfilled:
(a) the portion of the Land to be released is Land upon which no building or necessary
parking is located;
(b) the Grantor shall have delivered to the Trustee and the Beneficiary a certified survey of
the portion of the Land to be released, a certified survey of the Land to remain as part of the
Trust Estate and a revised legal description of the Land that remains as part of the Trust Estate;
(c) the Grantor shall have delivered to the Trustee and the Beneficiary an architect's or
engineer's certificate satisfactory to the Beneficiary to the effect that the release of such portion
of the Land will not cause any damage to the structural soundness of the Improvements or impair
ingress to or egress therefrom or the use of the Improvements for their intended purposes;
(d) the Grantor shall have delivered to the Trustee and the Beneficiary evidence satisfactory
to them that such release does not violate any applicable land use restrictions;
(e) the market value of the Trust Estate remaining after the release of the Land proposed to
be released (as evidenced by an appraisal prepared as of a date not earlier than sixty (60) days
prior to the date of such proposed release by an appraiser acceptable to the Beneficiary) is not
less than 110% of the amount of the outstanding Advance; and