COMPETITIVE AND CUSTOMARY IN THE APPLICABLE MARKETPLACE; AND (B)
LENDER HAS APPROVED SUCH MANAGER AND SUCH TERMS, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
THE MANAGEMENT AGREEMENT, DATED AS OF THE
DATE HEREOF, BETWEEN THE BORROWER AND THE MANAGER IS DEEMED APPROVED BY LENDER
IN ALL RESPECTS.
BORROWER SHALL CAUSE THE MANAGER OF THE MORTGAGED PROPERTY TO
AGREE THAT SUCH MANAGER'S MANAGEMENT AGREEMENT IS SUBJECT AND SUBORDINATE IN ALL
RESPECTS TO THE INDEBTEDNESS AND TO THE LIEN OF THE MORTGAGES.
A MANAGEMENT
AGREEMENT MAY BE TERMINATED OR ASSIGNED (1) BY BORROWER AT ANY TIME IN
ACCORDANCE WITH THE PROVISIONS OF SUCH MANAGEMENT AGREEMENT SO LONG AS A
SUCCESSOR OR ASSIGNEE MANAGER AS SPECIFIED BELOW SHALL HAVE BEEN APPOINTED AND
APPROVED AND SUCH SUCCESSOR MANAGER HAS (I) ENTERED INTO (OR ASSUMED) A
MANAGEMENT AGREEMENT IN FORM AND SUBSTANCE APPROVED BY LENDER, WHICH APPROVAL
SHALL NOT BE UNREASONABLY DENIED, CONDITIONED OR DELAYED, AND (II) HAS EXECUTED
AND DELIVERED A MANAGER'S SUBORDINATION TO LENDER, AND (2) BY LENDER UPON THIRTY
(30) DAYS' PRIOR WRITTEN NOTICE TO BORROWER AND THE MANAGER (A) UPON THE
OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT OR (B) IF THE MANAGER COMMITS
ANY ACT WHICH WOULD PERMIT TERMINATION UNDER THE MANAGEMENT AGREEMENT (SUBJECT
TO ANY APPLICABLE NOTICE, GRACE AND CURE PERIODS PROVIDED IN THE MANAGEMENT
AGREEMENT) OR (C) IF A CHANGE OF MAJORITY CONTROL OCCURS WITH RESPECT TO THE
MANAGER.
NOTWITHSTANDING THE FOREGOING, ANY SUCCESSOR MANAGER SELECTED
HEREUNDER BY LENDER OR BORROWER TO MANAGE THE MORTGAGED PROPERTY SHALL BE A
REPUTABLE MANAGEMENT COMPANY HAVING SUBSTANTIAL EXPERIENCE IN THE MANAGEMENT OF
REAL PROPERTY OF A SIMILAR TYPE, SIZE AND QUALITY IN THE STATE IN WHICH THE
MORTGAGED PROPERTY IS LOCATED.
BORROWER MAY FROM TIME TO TIME APPOINT A
SUCCESSOR MANAGER TO
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MANAGE THE MORTGAGED PROPERTY WITH LENDER'S PRIOR WRITTEN CONSENT, SUCH CONSENT
NOT TO BE UNREASONABLY WITHHELD.
BORROWER ACKNOWLEDGES AND AGREES THAT ANY
CONSENT OR APPROVAL REQUESTED OF LENDER UNDER THIS SECTION
MAY BE CONDITIONED
BY LENDER, AT LENDER'S DISCRETION, UPON BORROWER FIRST OBTAINING A RATING
CONFIRMATION WITH RESPECT TO SUCH CHANGE IN MANAGEMENT, AND LENDER SHALL NOT BE
DEEMED TO BE ACTING UNREASONABLY IN REQUIRING SUCH A RATING CONFIRMATION.
BORROWER FURTHER COVENANTS AND AGREES THAT ANY MANAGER OF MORTGAGED PROPERTY
SHALL AT ALL TIMES WHILE ANY INDEBTEDNESS IS OUTSTANDING MAINTAIN WORKER'S
COMPENSATION INSURANCE AS REQUIRED BY GOVERNMENTAL AUTHORITIES.
(II) BORROWER FURTHER COVENANTS AND AGREES THAT EACH MORTGAGED PROPERTY SHALL BE
OPERATED PURSUANT TO THE MANAGEMENT AGREEMENT AND THAT BORROWER SHALL:
(W)
PROMPTLY PERFORM AND/OR OBSERVE ALL OF THE MATERIAL COVENANTS AND AGREEMENTS
REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER THE MANAGEMENT AGREEMENT AND
DO ALL THINGS REASONABLY NECESSARY TO PRESERVE AND TO KEEP UNIMPAIRED ITS
MATERIAL RIGHTS THEREUNDER; (X) PROMPTLY NOTIFY LENDER OF ANY MATERIAL DEFAULT
UNDER THE MANAGEMENT AGREEMENT OF WHICH IT IS AWARE; (Y) PROMPTLY DELIVER TO
LENDER A COPY OF EACH FINANCIAL STATEMENT, BUSINESS PLAN, CAPITAL EXPENDITURES
PLAN, NOTICE AND REPORT RECEIVED BY IT UNDER THE MANAGEMENT AGREEMENT,
INCLUDING,