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10. This Participation Agreement incorporates the terms of all mortgages, agreements, <br />Instruments or documents securing the repayment of the Loan, if any, which are <br />attached hereto as Exhibits, and are incorporated by reference herein. <br />11. This Participation Agreement shall continue in full force and effect until all <br />Amounts payable under the Loan have been paid in full. <br />12. The Private Lender shall not execute a satisfaction of any mortgage, agreement, or <br />Document securing the repayment of the Loan without the prior written consent of <br />the City. <br />13. The Private Lender is hereby granted, subject to paragraphs 7 and 11, the power and <br />Authority to administer, manage and service the Loan; to waive the performance of <br />obligations of the Borrower; to excuse the nonoccurrence of conditions; to exercise <br />collection rights with respect to any collateral; to foreclose against any collateral or <br />to accept a transfer in lieu of foreclosure; to collect and receive any and all <br />payments, collections and proceeds of collateral made or delivered by or for the <br />account of the Borrower and at its sole discretion to release such payments, <br />collections and proceeds to the Borrower or apply the same to the payment of <br />indebtedness; to enforce rights against third parties; to manage and control <br />proceedings in the Borrower's bankruptcy; and otherwise to do and refrain from <br />doing any and all acts and things which the private Lender would be required or <br />permitted to do or refrain from doing in connection with the Loan if it had retained <br />its entire interest as lender in the Loan, but acting on behalf of the City and all other <br />participants, if any. <br />14. Neither the Private Lender nor any of its directors, officers, employees or agents <br />Shall be liable for any action taken or omitted by the Private Lender or any of them <br />except in the case of gross negligence or willful misconduct. <br />15. Neither the Private Lender nor the City (i) shall be liable or <br />Responsible for any representations or warranties made by, or for obligations <br />binding upon or assumed by, the Borrower or anyone else; or (ii) makes any <br />representation or warranty as to the genuineness, legality, validity, perfection, <br />priority, enforceability or sufficiency of the Loan; or of any security interests, <br />mortgage liens <br />Private Lender <br />By <br />An Authorized Official <br />- 1 3 - <br />