TIME (A) FOR CAUSE (INCLUDING, BUT
NOT LIMITED TO, MANAGER'S GROSS NEGLIGENCE, MISAPPROPRIATION OF FUNDS, WILLFUL
MISCONDUCT OR FRAUD), OR (B) DURING THE EXISTENCE OF AN EVENT OF DEFAULT, OR
(C) FOLLOWING THE RECEIPT OF A MANAGER CONTROL NOTICE, OR (D) THAT THE MANAGER
HAS DEFAULTED IN ITS OBLIGATIONS BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD AS
SET FORTH IN THE MANAGEMENT AGREEMENT, OR (E) AFTER THE MANAGER TAKES AN ACTION
OR BECOMES THE SUBJECT OF AN ACTION TAKEN AS TO IT THAT IS DESCRIBED IN
SECTION 13.01(H) OR (I) HEREOF, BUT WITHOUT
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GIVING EFFECT TO THE QUALIFYING PROVISO IN SECTION 13.01(I), AND A SUBSTITUTE
MANAGING AGENT SATISFYING THE APPROVED MANAGER STANDARD SHALL BE APPOINTED BY
BORROWER. BORROWER MAY FROM TIME TO TIME APPOINT A SUCCESSOR MANAGER TO MANAGE
THE PROJECTS, PROVIDED THAT ANY SUCH SUCCESSOR MANAGER SHALL BE A REPUTABLE
MANAGEMENT COMPANY WHICH MEETS THE APPROVED MANAGER STANDARD OR IS AN AFFILIATE
OF BORROWER. BORROWER FURTHER COVENANTS AND AGREES THAT BORROWER SHALL REQUIRE
MANAGER (OR ANY SUCCESSOR MANAGERS) TO MAINTAIN AT ALL TIMES DURING THE TERM OF
THE LOAN WORKER'S COMPENSATION INSURANCE AS REQUIRED BY GOVERNMENTAL
AUTHORITIES.
(C)
BORROWER COVENANTS AND AGREES THAT, WITHIN SIXTY (60) DAYS AFTER
THE DATE HEREOF, BORROWER WILL (I) ENTER INTO REPLACEMENT MANAGEMENT AGREEMENTS
FOR THE PROJECTS WITH MANAGER, WHICH REPLACEMENT MANAGEMENT AGREEMENTS WILL BE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER AND SHALL BE SUBMITTED TO
LENDER FOR ITS REASONABLE APPROVAL NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO
THE DATE OF EXECUTION (SUCH REPLACEMENT MANAGEMENT AGREEMENTS, TOGETHER WITH THE
INITIAL MANAGEMENT AGREEMENT, COLLECTIVELY, THE "MANAGEMENT AGREEMENT"), AND
(II) ENTER INTO AND CAUSE MANAGER TO ENTER INTO, FOR THE BENEFIT OF LENDER, A
CONSENT AND SUBORDINATION AGREEMENT IN THE FORM EXECUTED AND DELIVERED BY
MANAGER AND BORROWER TO LENDER ON THE DATE HEREOF.
ARTICLE VIII
MAINTENANCE AND REPAIR
Section 8.01
Maintenance and Repair of the Projects; Alterations;
Replacement of Equipment. Borrower hereby covenants and agrees:
(A)
BORROWER SHALL NOT (I) DESERT OR ABANDON ANY PROJECT, (II) CHANGE
THE USE OF ANY PROJECT OR CAUSE OR PERMIT THE USE OR OCCUPANCY OF ANY PART OF
ANY PROJECT TO BE DISCONTINUED IF SUCH DISCONTINUANCE OR USE CHANGE WOULD
VIOLATE ANY ZONING OR OTHER LAW, ORDINANCE OR REGULATION; (III) CONSENT TO OR
SEEK ANY LOWERING OF THE ZONING CLASSIFICATION, OR GREATER ZONING RESTRICTION
AFFECTING ANY PROJECT; OR (IV) TAKE ANY STEPS WHATSOEVER TO CONVERT ANY PROJECT,
OR ANY PORTION THEREOF, TO A CONDOMINIUM OR COOPERATIVE FORM OF OWNERSHIP.
(B)
BORROWER SHALL, AT ITS EXPENSE, (I) TAKE GOOD CARE OF ALL OF THE
PROJECTS INCLUDING GROUNDS GENERALLY, AND UTILITY SYSTEMS AND SIDEWALKS, ROADS,
ALLEYS, AND CURBS THEREIN, AND SHALL KEEP THE SAME IN GOOD, SAFE AND INSURABLE
CONDITION AND IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH ALL APPLICABLE LEGAL
REQUIREMENTS, (II) PROMPTLY MAKE ALL REPAIRS TO THE PROJECTS, ABOVE GRADE AND
BELOW GRADE, INTERIOR AND EXTERIOR, STRUCTURAL AND NONSTRUCTURAL, ORDINARY AND
EXTRAORDINARY, UNFORESEEN AND FORESEEN, AND MAINTAIN THE PROJECTS IN A MANNER
APPROPRIATE