SHALL HOLD, OR SHALL CAUSE THE SAME
TO BE HELD, IN TRUST FOR THE BENEFIT OF LENDER. ANY AND ALL REVENUE DERIVED FROM
THE PROPERTY PAID DIRECTLY BY TENANTS, SUBTENANTS OR OCCUPANTS OF THE PROPERTY
SHALL BE HELD AND APPLIED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE
MORTGAGE LOAN DOCUMENTS.
5.2.14
Refinancing or Prepayment of the Mortgage Loan.
Neither Borrower nor Mortgage Borrower shall be required to obtain the consent
of Lender to refinance the Mortgage Loan, provided that the Loan shall have been
(or shall simultaneously be) paid in full in accordance with the terms of this
Agreement
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(including any prepayment premiums and other amounts due and payable to Lender
under the Loan Documents). Borrower shall cause Mortgage Borrower to obtain the
prior written consent of Lender to enter into any other refinancing of the
Mortgage Loan.
5.2.15
Acquisition of the Mortgage Loan.
(A)
NO LOAN PARTY OR ANY AFFILIATE OF ANY OF
THEM OR ANY PERSON ACTING AT ANY SUCH PERSON'S REQUEST OR DIRECTION, SHALL
ACQUIRE OR AGREE TO ACQUIRE THE LENDER'S INTEREST IN THE MORTGAGE LOAN, OR ANY
PORTION THEREOF OR ANY INTEREST THEREIN, OR ANY DIRECT OR INDIRECT OWNERSHIP
INTEREST IN THE HOLDER OF THE MORTGAGE LOAN, BY WAY OF PURCHASE, TRANSFER,
EXCHANGE OR OTHERWISE, AND ANY BREACH OR ATTEMPTED BREACH OF THIS PROVISION
SHALL CONSTITUTE AN EVENT OF DEFAULT HEREUNDER. IF, SOLELY BY OPERATION OF
APPLICABLE SUBROGATION LAW, BORROWER SHALL HAVE FAILED TO COMPLY WITH THE
FOREGOING, THEN BORROWER: (I) SHALL PROMPTLY NOTIFY LENDER OF SUCH FAILURE; (II)
SHALL CAUSE ANY AND ALL SUCH PROHIBITED PARTIES ACQUIRING ANY INTEREST IN THE
MORTGAGE LOAN DOCUMENTS: (A) NOT TO ENFORCE THE MORTGAGE 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 MORTGAGE LOAN, (2) RE-CONVEY AND RELEASE THE LIEN SECURING
THE MORTGAGE LOAN AND ANY OTHER COLLATERAL UNDER THE MORTGAGE LOAN DOCUMENTS,
AND (3) DISCONTINUE AND TERMINATE ANY ENFORCEMENT PROCEEDING(S) UNDER THE
MORTGAGE LOAN DOCUMENTS.
(B)
LENDER SHALL HAVE THE RIGHT AT ANY TIME TO
ACQUIRE ALL OR ANY PORTION OF THE MORTGAGE LOAN OR ANY INTEREST IN ANY HOLDER
OF, OR PARTICIPANT IN, THE MORTGAGE LOAN WITHOUT NOTICE OR CONSENT OF BORROWER
OR ANY OTHER LOAN PARTY, IN WHICH EVENT LENDER SHALL HAVE AND MAY EXERCISE ALL
RIGHTS OF MORTGAGE LENDER THEREUNDER (TO THE EXTENT OF ITS INTEREST), INCLUDING
THE RIGHT, IF AND WHEN PERMITTED UNDER THE MORTGAGE LOAN DOCUMENTS, (I) TO
DECLARE THAT THE MORTGAGE LOAN IS IN DEFAULT AND (II) TO ACCELERATE THE MORTGAGE
LOAN INDEBTEDNESS, IN ACCORDANCE WITH THE TERMS THEREOF AND (III) TO PURSUE ALL
REMEDIES AGAINST ANY OBLIGOR UNDER THE MORTGAGE LOAN DOCUMENTS. IN ADDITION,
BORROWER HEREBY EXPRESSLY AGREES THAT ANY CLAIMS, COUNTERCLAIMS, DEFENSES,
OFFSETS, DEDUCTIONS OR REDUCTIONS OF ANY KIND WHICH MORTGAGE BORROWER OR ANY
OTHER PERSON MAY HAVE AGAINST MORTGAGE LENDER RELATING TO OR ARISING OUT OF THE