a
Qualified Entity, or (z) a transferee described in Section 5.2.13(a)(6) hereof.
SECTION 9.5.
TERMINATION OF MANAGER.
IF (A) THE AMOUNTS EVIDENCED BY
THE NOTE HAVE BEEN ACCELERATED PURSUANT TO SECTION 8.1(B) HEREOF, (B) THE
MANAGER SHALL BECOME INSOLVENT, (C) THE MANAGER 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.
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)