OF THE MEZZANINE A 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 MEZZANINE A LOAN DOCUMENTS: (A) NOT TO ENFORCE 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.
(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
120
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