THE CONSTRUCTION, EQUIPPING AND
COMPLETION OF THE PROJECT SHALL BE DEEMED TO INCLUDE ANY ACTION NECESSARY TO
CURE ANY EVENT OF DEFAULT UNDER ANY OF THE TERMS AND PROVISIONS OF ANY OF THE
PROJECT LOAN DOCUMENTS.
(C)
APPOINT OR SEEK APPOINTMENT OF A RECEIVER, WITHOUT NOTICE AND
WITHOUT REGARD TO THE SOLVENCY OF BORROWER OR THE ADEQUACY OF THE SECURITY, FOR
THE PURPOSE OF PRESERVING THE MORTGAGED PROPERTY, PREVENTING WASTE, AND TO
PROTECT ALL RIGHTS ACCRUING TO LENDERS BY VIRTUE OF THIS AGREEMENT AND THE OTHER
PROJECT LOAN DOCUMENTS, AND EXPRESSLY TO DO ANY FURTHER ACTS AS AGENT MAY
DETERMINE TO BE NECESSARY TO COMPLETE THE DEVELOPMENT AND CONSTRUCTION OF THE
PROJECT (INCLUDING ACHIEVING FINAL COMPLETION AND STABILIZED OCCUPANCY).
ALL
EXPENSES INCURRED IN CONNECTION WITH THE APPOINTMENT OF SUCH RECEIVER, OR IN
PROTECTING, PRESERVING, OR IMPROVING THE MORTGAGED PROPERTY, SHALL BE CHARGED
AGAINST BORROWER WITH INTEREST THEREON FROM THE DATE OF SUCH EXPENDITURE TO THE
128
DATE REPAID AT THE DEFAULT RATE AND SHALL BE SECURED BY THE PROJECT LOAN
MORTGAGE AND ENFORCEABLE AS A LIEN AGAINST THE MORTGAGED PROPERTY.
(D)
ACCELERATE MATURITY OF THE PROJECT LOAN NOTES AND ANY OTHER
INDEBTEDNESS OF BORROWER TO LENDERS, AND DEMAND PAYMENT OF THE PRINCIPAL SUM DUE
THEREUNDER, WITH INTEREST, ADVANCES, COSTS AND REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS (INCLUDING THOSE FOR APPELLATE PROCEEDINGS), AND ENFORCE
COLLECTION OF SUCH PAYMENT BY FORECLOSURE OF THE PROJECT LOAN MORTGAGE OR THE
ENFORCEMENT OF ANY GUARANTY OR THE COLLECTION OF ANY OTHER COLLATERAL, OR OTHER
APPROPRIATE ACTION.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, AT ANY TIME AND
FROM TIME TO TIME, WITHOUT NOTICE (ANY SUCH NOTICE BEING EXPRESSLY WAIVED), AND
WITHOUT REGARD TO THE ADEQUACY OF ANY COLLATERAL, SET-OFF AND APPLY (X) ANY AND
ALL DEPOSITS AND OTHER AMOUNTS (GENERAL OR SPECIFIC, TIME OR DEMAND, PROVISIONAL
OR FINAL, REGARDLESS OF CURRENCY, MATURITY, OR THE BRANCH WHERE THE DEPOSITS ARE
HELD) AT ANY TIME HELD BY AGENT, BORROWER'S BANK OR ANY OTHER ESCROW BANK
PURSUANT TO THE PROVISIONS HEREOF AND OF ALL OTHER LOAN DOCUMENTS AND (Y) ALL
OTHER SUMS CREDITED BY OR DUE FROM AGENT OR ANY LENDER TO THE EXTENT PERMITTED
BY SECTION 3.15(B) HEREOF.
(F)
IF AN EVENT OF DEFAULT (OR A DEFAULT, IF SUCH DEFAULT IS THAT AN
INSURANCE POLICY REQUIRED TO BE MAINTAINED UNDER THE PROJECT LOAN DOCUMENTS IS
NO LONGER IN EFFECT) SHALL HAVE OCCURRED AND BE CONTINUING, AGENT SHALL HAVE THE
RIGHT, BUT NOT THE DUTY, WITHOUT LIMITATION UPON ANY OF AGENT'S RIGHTS PURSUANT
HERETO, TO PERFORM THE OBLIGATIONS OF OR CURE ANY BREACHES BY ANY BORROWER
ENTITY WHICH ARE THE SUBJECT OF THE EVENT OF DEFAULT (OR THE DEFAULT), IN WHICH
EVENT BORROWER AGREES TO PAY TO AGENT, WITHIN FIVE (5) BUSINESS DAYS AFTER
DEMAND THEREFOR, ALL ACTUAL COSTS AND EXPENSES INCURRED BY AGENT IN CONNECTION
THEREWITH, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, TOGETHER WITH INTEREST FROM THE DATE OF EXPENDITURE AT