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 LOAN 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.
LENDER
SHALL HAVE THE RIGHT FROM TIME TO TIME TO SEVER THE NOTE AND THE OTHER LOAN
DOCUMENTS INTO ONE OR MORE SEPARATE NOTES, MORTGAGES AND OTHER SECURITY
DOCUMENTS (THE "SEVERED LOAN DOCUMENTS") IN SUCH DENOMINATIONS AS LENDER SHALL
DETERMINE IN ITS SOLE DISCRETION FOR PURPOSES OF EVIDENCING AND ENFORCING ITS
RIGHTS AND REMEDIES PROVIDED HEREUNDER.
BORROWER SHALL EXECUTE AND DELIVER TO
LENDER FROM TIME TO TIME, PROMPTLY AFTER THE REQUEST OF LENDER, A SEVERANCE
AGREEMENT AND SUCH OTHER DOCUMENTS AS LENDER SHALL REQUEST IN ORDER TO EFFECT
THE SEVERANCE DESCRIBED IN THE PRECEDING SENTENCE, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO LENDER.
BORROWER HEREBY ABSOLUTELY AND IRREVOCABLY
APPOINTS LENDER AS ITS TRUE AND LAWFUL ATTORNEY, COUPLED WITH AN INTEREST, IN
ITS NAME AND STEAD TO MAKE AND EXECUTE ALL DOCUMENTS NECESSARY OR DESIRABLE TO
EFFECT THE AFORESAID SEVERANCE,
70
BORROWER RATIFYING ALL THAT ITS SAID ATTORNEY SHALL DO BY VIRTUE THEREOF;
PROVIDED, HOWEVER, LENDER SHALL NOT MAKE OR EXECUTE ANY SUCH DOCUMENTS UNDER
SUCH POWER UNTIL THREE (3) DAYS AFTER NOTICE HAS BEEN GIVEN TO BORROWER BY
LENDER OF LENDER'S INTENT TO EXERCISE ITS RIGHTS UNDER SUCH POWER.
EXCEPT AS
MAY BE REQUIRED IN CONNECTION WITH A SECURITIZATION PURSUANT TO SECTION 9.1
HEREOF, (I) BORROWER SHALL NOT BE OBLIGATED TO PAY ANY COSTS OR EXPENSES
INCURRED IN CONNECTION WITH THE PREPARATION, EXECUTION, RECORDING OR FILING OF
THE SEVERED LOAN DOCUMENTS, AND (II) THE SEVERED LOAN DOCUMENTS SHALL NOT