THE MEZZANINE A LOAN DOCUMENTS; AND (B) UPON THE REQUEST OF
LENDER, TO THE EXTENT ANY OF SUCH PROHIBITED PARTIES HAS OR HAVE THE POWER OR
AUTHORITY TO DO SO, TO PROMPTLY: (1) CANCEL THE PROMISSORY NOTE EVIDENCING THE
MEZZANINE A LOAN, (2) RE-CONVEY AND RELEASE THE LIEN SECURING THE MEZZANINE A
LOAN AND ANY OTHER COLLATERAL UNDER THE MEZZANINE A LOAN DOCUMENTS, AND (3)
DISCONTINUE AND TERMINATE ANY ENFORCEMENT PROCEEDING(S) UNDER THE MEZZANINE A
LOAN DOCUMENTS.
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(D)
LENDER SHALL HAVE THE RIGHT AT ANY TIME TO ACQUIRE ALL OR ANY
PORTION OF THE MEZZANINE A LOAN OR ANY INTEREST IN ANY HOLDER OF, OR PARTICIPANT
IN, THE MEZZANINE A LOAN WITHOUT NOTICE OR CONSENT OF BORROWER OR ANY OTHER LOAN
PARTY, IN WHICH EVENT LENDER SHALL HAVE AND MAY EXERCISE ALL RIGHTS OF MEZZANINE
A LENDER THEREUNDER (TO THE EXTENT OF ITS INTEREST), INCLUDING THE RIGHT, IF AND
WHEN PERMITTED UNDER THE MEZZANINE A LOAN DOCUMENTS, (I) TO DECLARE THAT THE
MEZZANINE A LOAN IS IN DEFAULT AND (II) TO ACCELERATE THE MEZZANINE A LOAN
INDEBTEDNESS, IN ACCORDANCE WITH THE TERMS THEREOF AND (III) TO PURSUE ALL
REMEDIES AGAINST ANY OBLIGOR UNDER THE MEZZANINE A LOAN DOCUMENTS. IN ADDITION,
BORROWER HEREBY EXPRESSLY AGREES THAT ANY CLAIMS, COUNTERCLAIMS, DEFENSES,
OFFSETS, DEDUCTIONS OR REDUCTIONS OF ANY KIND WHICH MEZZANINE A BORROWER OR ANY
OTHER PERSON MAY HAVE AGAINST MEZZANINE A LENDER RELATING TO OR ARISING OUT OF
THE MEZZANINE A LOAN SHALL BE THE PERSONAL OBLIGATION OF MEZZANINE A LENDER, AND
IN NO EVENT SHALL MEZZANINE A BORROWER BE ENTITLED TO BRING, PURSUE OR RAISE ANY
SUCH CLAIMS, COUNTERCLAIMS, DEFENSES, OFFSETS, DEDUCTIONS OR REDUCTIONS AGAINST
LENDER OR ANY AFFILIATE OF LENDER OR ANY OTHER PERSON AS THE SUCCESSOR HOLDER OF
THE MEZZANINE A LOAN OR ANY INTEREST THEREIN, PROVIDED THAT MEZZANINE A BORROWER
MAY SEEK SPECIFIC PERFORMANCE OF ITS CONTRACTUAL RIGHTS AND LENDER'S CONTRACTUAL
OBLIGATIONS UNDER THE MEZZANINE A LOAN DOCUMENTS.
5.2.16
Material Agreements.
(A)
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY LOAN PARTY TO, ENTER
INTO ANY MATERIAL AGREEMENT WITHOUT THE CONSENT OF LENDER, NOT TO BE
UNREASONABLY WITHHELD OR DELAYED. LENDER MAY CONDITION ITS CONSENT UPON MORTGAGE
BORROWER ALSO OBTAINING THE CONSENT OF MORTGAGE LENDER, IF SUCH CONSENT SHALL BE
REQUIRED UNDER THE MORTGAGE LOAN DOCUMENTS, AND MEZZANINE A BORROWER ALSO
OBTAINING THE CONSENT OF MEZZANINE A LENDER, IF SUCH CONSENT SHALL BE REQUIRED
UNDER THE MEZZANINE A LOAN DOCUMENTS. EACH SUCH MATERIAL AGREEMENT SHALL BE IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER IN ALL RESPECTS, INCLUDING
THE AMOUNT OF THE COSTS AND FEES THEREUNDER.
(B)
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, BORROWER WILL NOT, AND
WILL NOT PERMIT OR CAUSE ANY LOAN PARTY OR ANY AFFILIATE THEREOF TO, AMEND,
MODIFY, SUPPLEMENT, RESCIND OR TERMINATE ANY MATERIAL AGREEMENT, WITHOUT
LENDER'S APPROVAL, NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
(C)
BORROWER SHALL AND SHALL CAUSE EACH LOAN PARTY TO OBSERVE AND
PERFORM EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY SUCH LOAN PARTY UNDER