Common use of Acquisition of the Mortgage Loan Clause in Contracts

Acquisition of the Mortgage Loan. (a) No Borrower Party or any Affiliate or any Person acting at any such Person’s request or direction, shall acquire or agree to acquire a 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 immediately 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 shall 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. Notwithstanding the foregoing prohibition, (A) Borrower and/or any Affiliate of Borrower may be Investors in a Securitization of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower (i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request of Lender, discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.

Acquisition of the Mortgage Loan. Lender shall have the right at any time to acquire all or any portion of the Mortgage Loan without notice or consent of Borrower, Mortgage Borrower, Guarantor or any other Borrower Party, in which event Lender shall have and may exercise all rights of Mortgage Administrative Agent and Mortgage Lender thereunder (to the extent of its interest), including the right (a) No upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to declare that the Mortgage Loan is due and payable, (b) upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to accelerate the Mortgage Loan indebtedness in accordance with the terms thereof and (c) to pursue all remedies against any obligor under the Mortgage Loan Documents in accordance with the terms thereof. In addition, to the extent permitted by applicable law, Borrower Party hereby expressly agrees that any counterclaims (other than a compulsory counterclaim), defenses (other than defenses raised in good faith in connection with any exercise of remedies) or offsets of any kind which Mortgage Borrower or any other Person may have against Mortgage Administrative Agent or Mortgage Lender relating to or arising out of the Mortgage Loan prior to the date of such assignment, shall be the personal obligation of Mortgage Administrative Agent or Mortgage Lender and in no event shall Mortgage Borrower be entitled to bring, pursue or raise any such counterclaims, defenses or offsets against Lender or any Affiliate of any of them or any other Person acting at any such Person’s request or direction, shall acquire or agree to acquire a lender’s interest in as the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the successor holder of the Mortgage Loan, via purchase, transfer, exchange Loan 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 immediately notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in therein from any liability that predates the assignment to Lender or provided that Mortgage Loan Documents: (A) not to enforce the Mortgage Loan Documents; and (B) upon the request Borrower may seek specific performance of Lender, to the extent any of such prohibited parties has or shall 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) its contractual rights under the Mortgage Loan Documents. Notwithstanding the foregoing prohibition, (A) Borrower and/or any Affiliate of Borrower may be Investors in a Securitization of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower (i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request of Lender, discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.105

Acquisition of the Mortgage Loan. Lender shall have the right at any time to acquire all or any portion of the Mortgage Loan without notice or consent of Borrower, Mortgage Borrower, Guarantor or any other Borrower 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 (a) No upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to declare that the Mortgage Loan is due and payable, (b) upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to accelerate the Mortgage Loan indebtedness in accordance with the terms thereof and (c) to pursue all remedies against any obligor under the Mortgage Loan Documents in accordance with the terms thereof. In addition, to the extent permitted by applicable law, Borrower Party hereby expressly agrees that any counterclaims (other than a compulsory counterclaim), defenses (other than defenses raised in good faith in connection with any exercise of remedies) or offsets of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising out of the Mortgage Loan prior to the date of such assignment, shall be the personal obligation of Mortgage Lender and in no event shall Mortgage Borrower be entitled to bring, pursue or raise any such counterclaims, defenses or offsets against Lender or any Affiliate of any of them or any other Person acting at any such Person’s request or direction, shall acquire or agree to acquire a lender’s interest in as the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the successor holder of the Mortgage Loan, via purchase, transfer, exchange Loan 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 immediately notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in therein from any liability that predates the assignment to Lender or provided that Mortgage Loan Documents: (A) not to enforce the Mortgage Loan Documents; and (B) upon the request Borrower may seek specific performance of Lender, to the extent any of such prohibited parties has or shall 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) its contractual rights under the Mortgage Loan Documents. Notwithstanding the foregoing prohibition, (A) Borrower and/or any Affiliate of Borrower may be Investors in a Securitization of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower (i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request of Lender, discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.108

Acquisition of the Mortgage Loan. Lender shall have the right at any time to acquire all or any portion of the Mortgage Loan without notice or consent of Borrower, Mortgage Borrower, Guarantor or any other Borrower 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 (a) No upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to declare that the Mortgage Loan is due and payable, (b) upon the occurrence and during the continuance of a Mortgage Loan Event of Default, to accelerate the Mortgage Loan indebtedness in accordance with the terms thereof and (c) to pursue all remedies against any obligor under the Mortgage Loan Documents in accordance with the terms thereof. In addition, to the extent permitted by applicable law, Borrower Party hereby expressly agrees that any counterclaims (other than a compulsory counterclaim), defenses (other than defenses raised in good faith in connection with any exercise of remedies) or offsets of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising out of the Mortgage Loan prior to the date of such assignment, shall be the personal obligation of Mortgage Lender and in no event shall Mortgage Borrower be entitled to bring, pursue or raise any such counterclaims, defenses or offsets against Lender or any Affiliate of any of them or any other Person acting at any such Person’s request or direction, shall acquire or agree to acquire a lender’s interest in as the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the successor holder of the Mortgage Loan, via purchase, transfer, exchange Loan 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 immediately notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in therein from any liability that predates the assignment to Lender or provided that 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 shall 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. Notwithstanding the foregoing prohibition, (A) Borrower and/or any Affiliate of Borrower may be Investors in a Securitization seek specific performance of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower (i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request of Lender, discontinue and terminate any enforcement proceeding(s) its contractual rights under the Mortgage Loan Documents.

Acquisition of the Mortgage Loan. (a) No Borrower Party None of Borrower, Mortgage Borrower, Guarantor, or any Affiliate or of any Person acting at any such Person’s request or direction, of the foregoing shall acquire or agree to acquire a 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 exchange, operation of law, or otherwiseotherwise (other than as a result of acquisition of shares of any Person whose shares are traded over a nationally-recognized stock exchange, and any breach but only to the extent such acquired shares, individually or attempted breach of this provision shall in the aggregate, do not constitute an Event of Default hereundera Controlling share in such Person). If, solely by operation of applicable subrogation law, Borrower Borrower, Mortgage Borrower, Guarantor, or any Affiliate of any of the foregoing shall have failed to comply with the foregoing, then Borrower: Borrower shall (i) shall immediately notify Lender of such failure; , and (ii) shall cause any and all such prohibited parties acquiring any interest in the Mortgage Loan Documents: to (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 shall 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. Notwithstanding , and (B) without limiting the foregoing prohibitionforegoing, (A) Borrower and/or pay over to Lender any Affiliate of Borrower may be Investors in a Securitization and all Revenues or other payments or proceeds received on account of the Mortgage Loan (or the exercise of any portion thereof rights or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower remedies with respect thereto. (i) shall notify Lender Deed in Lieu of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in Foreclosure. Without the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request express prior written consent of Lender, discontinue Borrower shall not, and terminate Borrower shall not cause, suffer or permit Mortgage Borrower to, enter into, execute, deliver, or consent to, as the case may be, any enforcement proceeding(s) under deed-in-lieu or other consensual foreclosure with or for the benefit of Mortgage Loan Documents.Lender or any other Person. (j)

Acquisition of the Mortgage Loan. (a) No Borrower Party None of Borrower, Mortgage Borrower, Op Co Pledgor, Operating Lessee, Guarantor or any Affiliate or of any Person acting at any such Person’s request or directionof the foregoing, shall acquire or agree to acquire a lender’s any 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 LoanLoan (other than the acquisition of stock or other direct or indirect interests in Mortgage Lender in the event Mortgage Lender is listed on the New York Stock Exchange or another nationally recognized stock exchange or is otherwise publicly traded), via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an immediate Event of Default hereunder. If, solely by operation of applicable subrogation law, Borrower or Op Co Pledgor shall have failed to comply with the foregoing, then BorrowerBorrower and/or Op Co Pledgor: (i) shall immediately notify Lender of such failure; (ii) shall cause cause, to the extent any of such prohibited parties has or have the power or authority to do so, 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 shall have the power or authority to do so, to promptly: (1) cancel the promissory note evidencing any of the Mortgage LoanLoan Documents, (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. Notwithstanding This provisions shall not apply to the foregoing prohibition, (A) Borrower and/or purchase of any Affiliate of Borrower may be Investors Securities issued in connection with a Securitization of the Mortgage Loan (or any portion thereof or interest therein) and (B) nothing in this Section will prohibit an Affiliate of Borrower from purchasing an interest in a Person who owns a variety of real estate loans or a direct or indirect interest in a pool of real estate loans (of which the Loan composes a minority); provided that Borrower (i) shall notify Lender of such purchase promptly (but in no event later than within two (2) Business Days) upon obtaining knowledge thereof and (ii) shall cause any such Affiliate of Borrower acquiring any interest in the Mortgage Loan Documents, to the extent such Affiliate of Borrower has or shall have the power or authority to do so, not to enforce the Mortgage Loan Documents and, upon the request of Lender, discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan DocumentsLoan.