THE PERSONAL OBLIGATION OF MORTGAGE LENDER, AND IN NO EVENT SHALL MORTGAGE
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 MORTGAGE LOAN OR ANY
INTEREST THEREIN, PROVIDED THAT MORTGAGE BORROWER MAY SEEK SPECIFIC PERFORMANCE
OF ITS CONTRACTUAL RIGHTS UNDER THE MORTGAGE LOAN DOCUMENTS.
5.43
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 THE MORTGAGE LENDER, IF APPLICABLE.
UPON THE
REQUEST OF LENDER WITH RESPECT TO MATERIAL AGREEMENTS, BORROWER SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO, OR SHALL CAUSE THE APPLICABLE LOAN PARTY TO
USE ITS COMMERCIALLY REASONABLE EFFORTS TO, DELIVER TO LENDER A RECOGNITION
AGREEMENT FROM SUCH SERVICE OR MATERIAL PROVIDER, AMONG OTHER THINGS, PROVIDING
FOR SUCH PERSON'S CONTINUED PERFORMANCE SHOULD LENDER BECOME THE OWNER OF THE
COLLATERAL.
EACH SUCH MATERIAL AGREEMENT AND EACH RECOGNITION AGREEMENT
RELATING THERETO, 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 TO, AMEND, MODIFY, SUPPLEMENT, RESCIND OR
TERMINATE ANY MATERIAL AGREEMENT, WITHOUT LENDER'S APPROVAL, NOT TO BE
UNREASONABLY WITHHELD OR DELAYED, INCLUDING THE IDENTITY OF THE PARTY TO PERFORM
SERVICES UNDER SUCH AGREEMENT.
IF A MATERIAL OR SERVICE PROVIDER UNDER A
MATERIAL AGREEMENT IS IN DEFAULT IN ITS OBLIGATIONS THEREUNDER TO THE EXTENT
ENTITLING THE APPLICABLE LOAN PARTY TO RESCIND OR TERMINATE THAT AGREEMENT, THEN
IF LENDER SO REASONABLY REQUIRES (BUT NOT OTHERWISE), BORROWER WILL, OR WILL
CAUSE THE APPLICABLE LOAN PARTY TO, PROMPTLY USE ALL REASONABLE EFFORTS TO
TERMINATE THAT AGREEMENT AND APPOINT A NEW PARTY IN ITS PLACE, WITH SUCH
IDENTITY AND TERMS OF APPOINTMENT APPROVED BY LENDER, NOT TO BE UNREASONABLY
WITHHELD OR DELAYED.
(C)
BORROWER SHALL AND SHALL CAUSE EACH LOAN PARTY, AS APPLICABLE, TO
OBSERVE AND PERFORM, IN ALL MATERIAL RESPECTS, EACH AND EVERY TERM TO BE
OBSERVED OR PERFORMED BY SUCH LOAN PARTY UNDER THE MATERIAL AGREEMENTS.
5.44
MORTGAGE LOAN DOCUMENT AMENDMENTS.
BORROWER SHALL NOT PERMIT
MORTGAGE BORROWER TO AMEND, WAIVE, SUPPLEMENT, TERMINATE, EXTEND, RENEW, REPLACE
OR OTHERWISE MODIFY ANY MORTGAGE LOAN DOCUMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
61
6.
NOTICES AND REPORTING
6.1
NOTICES.
ALL NOTICES, CONSENTS, APPROVALS AND REQUESTS REQUIRED OR
PERMITTED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (A "NOTICE") SHALL BE GIVEN
IN WRITING AND SHALL BE EFFECTIVE FOR ALL PURPOSES IF EITHER HAND DELIVERED WITH
RECEIPT ACKNOWLEDGED, OR BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE
(SUCH AS FEDERAL EXPRESS), OR BY CERTIFIED OR REGISTERED UNITED STATES MAIL,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR BY FACSIMILE AND CONFIRMED