HomeMy WebLinkAboutC.054.93011_0453 (2)to as the "Takings Date"). The County shall pay over to the Lender (and hereby irrevocably
assigns, transfers and sets over to the Lender) all right, title and interest of the County in and to
any Net Proceeds payable as to any such loss of title, condemnation or taking during the Term.
(b) In the event of any such loss of title, condemnation or taking, the County shall
deliver the Net Proceeds from the condemnation proceeding to the Lender to credit against the
Advance, and, within 90 days after the Takings Date for such proceeding, elect either or both of
the following two options by giving notice of such election to the Lender, and the Lender shall
disburse the Net Proceeds in accordance with the option so elected:
Option A — Restoration. The County may elect to have the Net Proceeds as to such loss of title,
condemnation or taking used to restore the applicable portion of the Project as to which there has
been a loss of title, condemnation or taking to substantially its condition prior to such loss of
title, condemnation or taking. So long as no Event of Default has occurred and is continuing
under this Agreement, the Lender, upon receipt of a request made by the County, shall apply so
much as may be necessary of such Net Proceeds to payment of the cost of such restoration, either
on completion thereof or as the work progresses. If such Net Proceeds are not sufficient to pay
in full the cost of such restoration, the County shall, subject to Section 4.5, pay so much of the
cost thereof as may be in excess of such Net Proceeds. The County shall not, by reason of the
payment of such excess cost, be entitled to any (A) reimbursement from the Lender, or (B)
abatement or diminution of the Installment Payments.
Option B — Prepayment of Installment Payments. The County may elect to have the Net
Proceeds of insurance payable as a result of such loss, condemnation or taking together with
other monies provided by the County, applied to the prepayment of Installment Payments in
accordance with Section 4.4. Notwithstanding anything to the contrary, in the event that the
County elects to make partial prepayment under this Option B, the County shall first provide to
the Lender a certificate signed by the Manager to the effect that (i) the Project has been restored
to its condition prior to damage, or (ii) such damager will not impair the County's use of the
Project for its intended purposes.
(c) The Lender shall, at the expense of the County, cooperate fully with the County in
the contest of any prospective or pending condemnation proceedings or in any contest over title
with respect to the Project or any part thereof and shall, to the extent it may lawfully do so,
permit the County to litigate, at the expense of the County, in any such proceeding in the name
and on behalf of the Lender. In no event shall the Lender voluntarily settle, or consent to the
settlement of, any prospective or pending condemnation proceedings, or proceedings as to title,
with respect to the Project or any part thereof without the consent of the County.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. (a) Subject to the provisions of subsection (b), the following shall be "Events
of Default" under this Agreement, and the terms "Event of Default" or "Default" shall mean,
whenever they are used in this Agreement, any one or more of the following events:
failure of the County to pay when due any Installment Payment required to be paid under Section
4.3, which failure shall continue for a period of 5 days after notice is given; or
failure of the County to pay when due any payment due under this Agreement, other than
payments required under Section 4.3, or to observe and perform any covenant, condition or
agreement on its part to be observed or performed hereunder or under the Deed of Trust, which
failure shall continue for a period of 30 days after notice is given, or in the case of any such
default that cannot with due diligence be cured within such 30 -day period, failure of the County
to proceed promptly to cure the same and thereafter prosecute the curing of such default with due
diligence; or
the County becomes insolvent or the subject of insolvency proceedings; or is unable, or admits in
writing its inability, to pay its debts as they mature; or makes a general assignment for the benefit
of creditors or to an agent authorized to liquidate any substantial amount of its property; or files a
petition or other pleading seeking reorganization, composition, readjustment or liquidation of
assets, or requesting similar relief; or applies to a court for the appointment of a receiver for it or
for the whole or any part of its property; or has a receiver or liquidator appointed for it or for the
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