OF ACCOUNT
COLLATERAL AT ANY TIME, OR OF ANY RIGHTS OR INTERESTS THEREIN OR (III) ANY
DELAY, EXTENSION OF TIME, RENEWAL, COMPROMISE OR OTHER INDULGENCE GRANTED BY
AGENT IN THE EVENT OF ANY DEFAULT WITH RESPECT TO THE ACCOUNT COLLATERAL OR
OTHERWISE HEREUNDER. NO DELAY OR EXTENSION OF TIME BY AGENT IN EXERCISING ANY
POWER OF SALE, OPTION OR OTHER RIGHT OR REMEDY HEREUNDER, AND NO NOTICE OR
DEMAND WHICH MAY BE GIVEN TO OR MADE UPON BORROWER BY AGENT, SHALL CONSTITUTE A
WAIVER THEREOF, OR LIMIT, IMPAIR OR PREJUDICE AGENT'S RIGHT, WITHOUT
53
NOTICE OR DEMAND, TO TAKE ANY ACTION AGAINST BORROWER OR TO EXERCISE ANY OTHER
POWER OF SALE, OPTION OR ANY OTHER RIGHT OR REMEDY.
(F)
AGENT APPOINTED ATTORNEY-IN-FACT.
BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS BORROWER'S TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, AT ANY TIME AFTER
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, TO EXECUTE,
ACKNOWLEDGE AND DELIVER ANY INSTRUMENTS AND TO EXERCISE AND ENFORCE EVERY RIGHT,
POWER, REMEDY, OPTION AND PRIVILEGE OF BORROWER WITH RESPECT TO THE ACCOUNT
COLLATERAL, AND DO IN THE NAME, PLACE AND STEAD OF BORROWER, ALL SUCH ACTS,
THINGS AND DEEDS FOR AND ON BEHALF OF AND IN THE NAME OF BORROWER WITH RESPECT
TO THE ACCOUNT COLLATERAL, WHICH BORROWER COULD OR MIGHT DO OR WHICH AGENT MAY
DEEM NECESSARY OR DESIRABLE TO MORE FULLY VEST IN AGENT THE RIGHTS AND REMEDIES
PROVIDED FOR HEREIN WITH RESPECT TO THE ACCOUNT COLLATERAL AND TO ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT. THE FOREGOING POWERS OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST AND SHALL TERMINATE UPON REPAYMENT OF THE INDEBTEDNESS
IN FULL.
(G)
CONTINUING SECURITY INTEREST; TERMINATION.
THIS SECTION 3.15 SHALL CREATE A CONTINUING PLEDGE OF AND SECURITY INTEREST IN
THE ACCOUNT COLLATERAL AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT
IN FULL BY BORROWER OF THE INDEBTEDNESS. UPON PAYMENT IN FULL BY BORROWER OF THE
INDEBTEDNESS, AGENT SHALL RETURN TO BORROWER SUCH OF THE ACCOUNT COLLATERAL AS
SHALL NOT HAVE BEEN APPLIED PURSUANT TO THE TERMS HEREOF, AND SHALL EXECUTE SUCH
INSTRUMENTS AND DOCUMENTS AS MAY BE REASONABLY REQUESTED BY BORROWER TO EVIDENCE
SUCH TERMINATION AND THE RELEASE OF THE PLEDGE AND LIEN HEREOF.
(H)
RIGHT OF SET-OFF.
COLLATERAL AGENT WAIVES
ANY AND ALL RIGHTS IT MAY HAVE AT LAW OR OTHERWISE TO SET OFF OR MAKE ANY CLAIM
AGAINST THE ACCOUNT COLLATERAL, EXCEPT, WITH RESPECT TO ANY CHECKS RETURNED FOR
INSUFFICIENT FUNDS, AND THE PAYMENT OF COLLATERAL AGENT'S FEES AND EXPENSES DUE
UNDER THIS AGREEMENT (INCLUDING REASONABLE ATTORNEY FEES AND DISBURSEMENTS) FOR
THE MAINTENANCE OF THE ACCOUNT COLLATERAL.
SECTION 3.16.
REAL ESTATE SECURITY DOCUMENTS;
MORTGAGE RECORDING TAXES.
(A)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THEN THE AGENT MAY IN ITS SOLE AND ABSOLUTE DISCRETION CAUSE THE
REAL ESTATE CLOSING TO OCCUR IN WHOLE OR IN PART. ANY OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE AGENT IN CONNECTION THEREWITH (INCLUDING, BUT NOT
LIMITED TO, THE COSTS