AN EVENT OF
DEFAULT, BORROWER 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
AGREEMENT.
5.41
REFINANCING OR PREPAYMENT OF THE MORTGAGE LOAN.
BORROWER SHALL NOT
BE REQUIRED TO OBTAIN THE CONSENT OF LENDER TO PERMIT MORTGAGE BORROWER TO
REFINANCE THE MORTGAGE LOAN, PROVIDED THAT THE LOAN SHALL HAVE (OR SHALL
SIMULTANEOUSLY BE) BEEN PAID IN FULL IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT (INCLUDING ANY PREPAYMENT PREMIUMS AND OTHER AMOUNTS DUE AND PAYABLE
TO LENDER UNDER THE LOAN DOCUMENTS).
BORROWER SHALL OBTAIN THE PRIOR WRITTEN
CONSENT OF LENDER PRIOR TO PERMITTING MORTGAGE BORROWER TO ENTER INTO ANY OTHER
REFINANCING OF THE MORTGAGE LOAN.
5.42
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, VIA 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) RECONVEY 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 (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
60
ANY OBLIGOR UNDER THE MORTGAGE LOAN DOCUMENTS.
IN ADDITION, BORROWER HEREBY
EXPRESSLY AGREE 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 MORTGAGE LOAN SHALL BE