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respect to the Loan received by the Financial Institution, the amounts paid as interest on the <br /> Loan, the payments and prepayments of the principal amount of the Loan, any foreclosure <br /> actions or enforcement proceedings with respect to any security for the repayment of the <br /> Loan and any amounts derived therefrom, together with an accounting of the applications of <br /> such amounts. <br /> 9. This Participation Agreement incorporates the terms of all mortgages, agreements, <br /> instruments or documents securing the repayment of the Loan, if any, which are attached <br /> hereto as exhibits, and are incorporated by reference herein. <br /> 10. This Participation Agreement shall continue in full force and effect until all amounts payable <br /> under the Loan have been paid in full. <br /> 11. The Financial Institution shall not execute a satisfaction of any mortgage, agreement or <br /> document securing the repayment of the Loan without the prior written consent of the <br /> Authority. <br /> 12. The Financial Institution 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 non-occurrence of conditions; to exercise <br /> collection rights with respect to any collateral; to foreclose against any collateral or to accept <br /> a transfer in lieu of foreclosure; to collect and receive any and all payments, collections and <br /> proceeds of collateral made or delivered by or for the account of the Borrower and at its sole <br /> discretion to release such payments, collections and proceeds to the Borrower or apply the <br /> same to the payment of indebtedness; to enforce rights against third parties; to manage and <br /> control proceedings in the Borrower's bankruptcy; and otherwise to do and refrain from <br /> doing any and all acts and things which the Financial Institution would be required or <br /> permitted to do or refrain from doing in connection with the Loan if it had retained its entire <br /> interest as lender in the loan, but acting on behalf of the Authority and all other participants, <br /> if any. <br /> 13. Neither the Financial Institution nor any of its directors, officers, employees or agents shall <br /> be liable for any action taken or omitted by the Financial Institution or any of them except in <br /> the case of gross negligence or willful misconduct. <br /> 14. Neither the Financial Institution nor the Authority (i) shall be liable or responsible for any <br /> representations or warranties made by, or for obligations binding upon or assumed by, the <br /> Borrower or anyone else; or (ii) make any representation or warranty as to the genuineness, <br /> legality, validity, perfection, priority, enforceability or sufficiency of the Loan; or of any <br /> securing interests, mortgage liens, guaranties, or other collateral rights and remedies securing <br /> the Loan; or of any of the documents evidencing the Loan or any other agreement made or <br /> instrument, document or writing issued thereunder, in connection therewith, or as a result <br /> thereof, or (iii) make any representation or warranty as to the Borrower, as to any financial <br /> statements or collateral reports submitted by or for the Borrower, as to any risk of loss with <br /> respect to the Loan, or as to any matter whatsoever; or (iv) shall have any right or recourse <br /> against the other party hereto. <br />