WITH THE TERMS OF THE AGREEMENT REGARDING MANAGEMENT
AGREEMENT, BUT WITHOUT RESTRICTING ANY OTHER RIGHT OF LENDER UNDER THIS
AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO RESTRICT, UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, BORROWER'S PAYMENTS OF MANAGEMENT FEES TO MANAGER; AND
(H)
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, BUT WITHOUT
RESTRICTING ANY OTHER RIGHT OF LENDER UNDER THIS AGREEMENT (INCLUDING ANY
SIMILAR RIGHT), TO EXERCISE CERTAIN APPROVAL RIGHTS WITH RESPECT TO THE PROPOSED
ANNUAL OPERATING BUDGETS AS PROVIDED IN SECTION 5.1.10(E) HEREOF.
The rights described above may be exercised by any entity which owns and
controls, directly or indirectly, substantially all of the interests in Lender.
Nothing contained in this Section 9.10 is intended (i) to confer upon Lender any
rights or privileges greater than those inuring to Lender under the other
provisions of this Agreement, (ii) to impose upon Borrower any duties,
obligations or liabilities greater than or in addition to those owed by Borrower
under the other provisions of this Agreement, or (iii) to constitute Lender a
partner or member of Borrower or a third-party beneficiary of Borrower's
Organizational Documents.
Section 9.11
Mortgage Loan Defaults.
(A)
WITHOUT LIMITING THE GENERALITY OF THE OTHER PROVISIONS OF THIS
AGREEMENT, AND WITHOUT WAIVING OR RELEASING BORROWER FROM ANY OF ITS OBLIGATIONS
HEREUNDER, IF THERE
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SHALL OCCUR ANY MORTGAGE LOAN EVENT OF DEFAULT, AND WITHOUT REGARD TO ANY OTHER
DEFENSES OR OFFSET RIGHTS MORTGAGE BORROWER MAY HAVE AGAINST MORTGAGE LENDER,
BORROWER HEREBY EXPRESSLY AGREES THAT LENDER SHALL HAVE THE IMMEDIATE RIGHT,
WITHOUT NOTICE TO OR DEMAND ON BORROWER OR MORTGAGE BORROWER, BUT SHALL BE UNDER
NO OBLIGATION: (I) TO PAY ALL OR ANY PART OF THE MORTGAGE LOAN, AND ANY OTHER
SUMS, THAT ARE THEN DUE AND PAYABLE AND TO PERFORM ANY ACT OR TAKE ANY ACTION ON
BEHALF OF MORTGAGE BORROWER, AS MAY BE APPROPRIATE, TO CAUSE ALL OF THE TERMS,
COVENANTS AND CONDITIONS OF THE MORTGAGE LOAN DOCUMENTS ON THE PART OF MORTGAGE
BORROWER TO BE PERFORMED OR OBSERVED THEREUNDER TO BE TIMELY PERFORMED OR
OBSERVED; AND (II) TO PAY ANY OTHER AMOUNTS AND TAKE ANY OTHER ACTION AS LENDER
SHALL REASONABLY DETERMINE TO BE NECESSARY TO PROTECT OR PRESERVE THE RIGHTS AND
INTERESTS OF LENDER IN THE LOAN AND/OR THE COLLATERAL. LENDER SHALL HAVE NO
OBLIGATION TO COMPLETE ANY CURE OR ATTEMPTED CURE UNDERTAKEN OR COMMENCED BY
LENDER. ALL SUMS SO PAID AND THE COSTS AND EXPENSES INCURRED BY LENDER IN
EXERCISING RIGHTS UNDER THIS SECTION (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' AND OTHER PROFESSIONAL FEES), WITH INTEREST AT THE DEFAULT RATE, FOR
THE PERIOD FROM THE DATE OF DEMAND BY LENDER TO BORROWER FOR SUCH PAYMENTS TO
THE DATE OF PAYMENT TO LENDER, SHALL CONSTITUTE A PORTION OF THE DEBT, SHALL BE
SECURED BY THE PLEDGE AGREEMENT AND SHALL BE DUE AND PAYABLE TO LENDER WITHIN
TEN (10) DAYS FOLLOWING DEMAND THEREFOR.
(B)
SUBJECT TO THE RIGHTS OF TENANTS, BORROWER HEREBY GRANTS, AND
SHALL CAUSE MORTGAGE BORROWER TO GRANT, LENDER AND ANY PERSON DESIGNATED