AT ANY TIME, CHANGE ANY COURSE OF ACTION UNDERTAKEN BY IT OR ABANDON SUCH
CONSTRUCTION AND DECLINE TO MAKE FURTHER PAYMENTS FOR THE ACCOUNT OF BORROWER
AND THE MEMBERS WHETHER OR NOT THE PROJECT SHALL HAVE BEEN COMPLETED.
FOR THE
PURPOSE OF THIS SECTION, 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 BUILDING 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
BUILDING 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
DATE REPAID AT THE DEFAULT RATE AND SHALL BE SECURED BY THE BUILDING LOAN
MORTGAGE AND ENFORCEABLE AS A LIEN AGAINST THE MORTGAGED PROPERTY.
(D)
ACCELERATE MATURITY OF THE BUILDING 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 BUILDING 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,
130
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 BUILDING 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