INSURANCE
(OTHER THAN WORKER'S COMPENSATION AND LIABILITY INSURANCE) OBTAINED PURSUANT TO
THIS AGREEMENT, ALL OF WHICH PROCEEDS SHALL BE PAYABLE TO LENDER AS COLLATERAL
AND FURTHER SECURITY FOR THE PAYMENT OF THE DEBT AND THE PERFORMANCE OF
BORROWER'S OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AND
BORROWER HEREBY AUTHORIZES AND DIRECTS THE ISSUER OF ANY SUCH INSURANCE TO,
SUBJECT TO THE RIGHTS OF MORTGAGE LENDER UNDER THE MORTGAGE LOAN DOCUMENTS, MAKE
PAYMENT OF SUCH PROCEEDS DIRECTLY TO LENDER.
LENDER MAY, IN ITS SOLE
DISCRETION, APPLY THE PROCEEDS OF INSURANCE RECEIVED UPON ANY CASUALTY EITHER
(I) TO REDUCE THE DEBT, IN SUCH ORDER OR MANNER AS LENDER MAY ELECT; OR (II) AT
LENDER'S ELECTION, TO REIMBURSE BORROWER OR OWNER FOR OR TO PAY THE COSTS OF
RESTORING, REPAIRING, REPLACING OR REBUILDING (COLLECTIVELY, A "RESTORATION")
THE LOSS OR DAMAGE CAUSED BY SUCH CASUALTY, IN ACCORDANCE WITH AND SUBJECT TO
SUCH CONDITIONS AS LENDER MAY DETERMINE IN ITS SOLE DISCRETION.
SECTION 2.32.
MANAGEMENT OF PREMISES.
BORROWER SHALL CAUSE OWNER TO OPERATE
AND MANAGE THE PREMISES OR CAUSE THE PREMISES TO BE OPERATED AND MANAGED IN A
MANNER WHICH IS CONSISTENT WITH THE APPROVED MANAGER STANDARD.
BORROWER
COVENANTS AND AGREES WITH LENDER
29
THAT (A) THE PREMISES WILL BE MANAGED AT ALL TIMES BY MANAGER PURSUANT TO THE
MANAGEMENT AGREEMENT APPROVED BY LENDER (THE "MANAGEMENT AGREEMENT"), (B) AFTER
BORROWER HAS KNOWLEDGE OF A FIFTY PERCENT (50%) OR MORE CHANGE IN CONTROL OF THE
OWNERSHIP OF MANAGER, BORROWER WILL PROMPTLY GIVE LENDER NOTICE THEREOF (A
"MANAGER CONTROL NOTICE") AND (C) THE MANAGEMENT AGREEMENT MAY BE TERMINATED BY
LENDER AT ANY TIME FOR CAUSE (INCLUDING, BUT NOT LIMITED TO, MANAGER'S GROSS
NEGLIGENCE, MISAPPROPRIATION OF FUNDS, WILLFUL MISCONDUCT OR FRAUD) OR AT ANY
TIME FOLLOWING (A) THE OCCURRENCE OF AN EVENT OF DEFAULT, OR (B) THE RECEIPT OF
A MANAGER CONTROL NOTICE, AND A SUBSTITUTE MANAGING AGENT SHALL BE APPOINTED BY
BORROWER, SUBJECT TO LENDER'S PRIOR WRITTEN APPROVAL, WHICH, IN THE CASE OF
CLAUSE (A) ABOVE, MAY BE GIVEN OR WITHHELD IN LENDER'S SOLE DISCRETION AND IN
THE CASE OF CLAUSE (B) ABOVE, SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND
WHICH MAY BE CONDITIONED ON, INTER ALIA, A LETTER FROM THE RATING AGENCY
CONFIRMING THAT ANY RATING ISSUED BY THE RATING AGENCY IN CONNECTION WITH A
SECURITIZATION OR MORTGAGE SECURITIZATION WILL NOT, AS A RESULT OF THE PROPOSED
CHANGE OF MANAGER, BE DOWNGRADED FROM THE THEN CURRENT RATINGS THEREOF,
QUALIFIED OR WITHDRAWN.
BORROWER MAY FROM TIME TO TIME CAUSE OWNER TO APPOINT A
SUCCESSOR MANAGER TO MANAGE THE PREMISES WITH LENDER'S PRIOR WRITTEN CONSENT
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, PROVIDED THAT ANY
SUCH SUCCESSOR MANAGER SHALL BE A REPUTABLE MANAGEMENT COMPANY WHICH MEETS THE
APPROVED MANAGER STANDARD AND EACH RATING AGENCY SHALL HAVE CONFIRMED IN WRITING
THAT ANY RATING ISSUED BY THE RATING AGENCY IN CONNECTION WITH A SECURITIZATION
OR IN CONNECTION WITH A MORTGAGE SECURITIZATION WILL NOT, AS A RESULT OF THE
PROPOSED CHANGE OF MANAGER, BE DOWNGRADED FROM