IS IN DEFAULT UNDER THE TERMS OF THE MANAGEMENT AGREEMENT BEYOND ANY APPLICABLE
GRACE OR CURE PERIOD, (D) MANAGER IS NOT MANAGING THE PROPERTY IN ACCORDANCE
WITH THE MANAGEMENT PRACTICES OF NATIONALLY RECOGNIZED MANAGEMENT COMPANIES
MANAGING SIMILAR PROPERTIES IN LOCATIONS COMPARABLE TO THOSE OF THE PROPERTY, OR
(E) IF MANAGER SHALL ASSIGN THE MANAGEMENT AGREEMENT WITHOUT LENDER'S CONSENT
(IF SUCH CONSENT IS REQUIRED PURSUANT TO THE ASSIGNMENT AND SUBORDINATION OF
MANAGEMENT AGREEMENT BETWEEN MANAGER, LENDER AND BORROWER), THEN, IN THE CASE OF
(A), (B), (C), (D), OR (E), BORROWER SHALL, AT THE REQUEST OF LENDER, TERMINATE
THE MANAGEMENT AGREEMENT AND REPLACE THE MANAGER WITH A MANAGER REASONABLY
APPROVED BY LENDER ON TERMS AND CONDITIONS REASONABLY SATISFACTORY TO LENDER, IT
BEING UNDERSTOOD AND AGREED THAT THE MANAGEMENT FEE FOR SUCH REPLACEMENT MANAGER
SHALL NOT EXCEED THEN PREVAILING MARKET RATES. IN ADDITION AND WITHOUT LIMITING
THE RIGHTS OF LENDER HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, IN THE
EVENT THAT (I) THE MANAGEMENT AGREEMENT IS TERMINATED, (II) THE MANAGER NO
LONGER MANAGES THE PROPERTY, OR (III) A RECEIVER, LIQUIDATOR OR TRUSTEE SHALL BE
APPOINTED FOR MANAGER OR IF MANAGER SHALL BE ADJUDICATED A BANKRUPT OR
INSOLVENT, OR IF ANY PETITION FOR BANKRUPTCY, REORGANIZATION OR ARRANGEMENT
PURSUANT TO FEDERAL BANKRUPTCY LAW, OR ANY SIMILAR FEDERAL OR STATE LAW, SHALL
BE FILED BY OR AGAINST, CONSENTED TO, OR ACQUIESCED IN BY, MANAGER, OR IF ANY
PROCEEDING FOR THE DISSOLUTION OR LIQUIDATION OF MANAGER SHALL BE INSTITUTED,
THEN BORROWER (AT BORROWER'S SOLE COST AND EXPENSE) SHALL IMMEDIATELY, IN ITS
NAME, ESTABLISH NEW DEPOSIT ACCOUNTS SEPARATE FROM ANY OTHER PERSON WITH A
DEPOSITORY SATISFACTORY TO LENDER INTO WHICH ALL RENTS AND OTHER INCOME FROM THE
PROPERTY SHALL BE DEPOSITED AND SHALL GRANT LENDER A FIRST PRIORITY SECURITY
INTEREST IN SUCH ACCOUNT PURSUANT TO DOCUMENTATION SATISFACTORY IN FORM AND
SUBSTANCE TO LENDER.
SECTION 9.6.
SERVICER. AT THE OPTION OF
LENDER, THE LOAN MAY BE SERVICED BY A SERVICER/TRUSTEE (THE "SERVICER") SELECTED
BY LENDER AND LENDER MAY DELEGATE ALL OR ANY PORTION OF ITS RESPONSIBILITIES
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE SERVICER PURSUANT TO A
SERVICING AGREEMENT (THE "SERVICING AGREEMENT") BETWEEN LENDER AND SERVICER.
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LENDER SHALL BE RESPONSIBLE FOR ANY SET-UP FEES OR ANY OTHER COSTS RELATING TO
OR ARISING UNDER THE SERVICING AGREEMENT.
SECTION 9.7.
SPLITTING THE LOAN. AT THE
ELECTION OF LENDER IN ITS SOLE DISCRETION, THE LOAN OR ANY INDIVIDUAL NOTE
MAKING UP THE LOAN SHALL BE SPLIT AND SEVERED INTO TWO OR MORE LOANS WHICH, AT
LENDER'S ELECTION, SHALL NOT BE CROSS-COLLATERALIZED OR CROSS-DEFAULTED WITH
EACH OTHER. BORROWER HEREBY AGREES TO DELIVER TO LENDER TO EFFECTUATE SUCH
SEVERING OF THE LOAN OR ANY INDIVIDUAL NOTE, AS THE CASE MAY BE, AS REASONABLY
REQUESTED BY LENDER, (A) ADDITIONAL EXECUTED DOCUMENTS, OR AMENDMENTS AND
MODIFICATIONS TO THE APPLICABLE LOAN DOCUMENTS, (B) NEW OPINIONS OR UPDATES TO
THE OPINIONS DELIVERED TO LENDER IN CONNECTION WITH THE CLOSING OF THE LOAN,
(C) ENDORSEMENTS AND/OR UPDATES TO THE TITLE INSURANCE POLICIES