GUARANTOR OR SUCH MEZZANINE
ASSET OWNER TO BE PERFORMED OR OBSERVED, THEN, WITHOUT LIMITING THE GENERALITY
OF THE OTHER PROVISIONS OF THIS AGREEMENT, LENDER SHALL HAVE THE RIGHT, BUT
SHALL BE UNDER NO OBLIGATION, TO PAY ANY
53
SUMS AND TO PERFORM ANY ACT OR TAKE ANY ACTION AS MAY BE APPROPRIATE TO CAUSE
ALL THE TERMS, COVENANTS AND CONDITIONS OF ANY MANAGEMENT AGREEMENT ON THE PART
OF PROPERTY GUARANTOR OR MEZZANINE ASSET OWNER TO BE PERFORMED OR OBSERVED TO BE
PROMPTLY PERFORMED OR OBSERVED ON BEHALF OF PROPERTY GUARANTOR OR MEZZANINE
ASSET OWNER, AS THE CASE MAY BE, TO THE END THAT THE RIGHTS OF PROPERTY
GUARANTOR OR MEZZANINE ASSET OWNER, AS THE CASE MAY BE, IN, TO AND UNDER THE
MANAGEMENT AGREEMENTS SHALL BE KEPT UNIMPAIRED AND FREE FROM DEFAULT.
LENDER
AND ANY PERSON DESIGNATED BY LENDER SHALL HAVE, AND ARE HEREBY GRANTED, UPON
REASONABLE PRIOR NOTICE TO PROPERTY GUARANTOR AND MEZZANINE ASSET OWNER AND
SUBJECT TO THE RIGHTS OF TENANTS, THE RIGHT TO ENTER UPON THE APPLICABLE
INDIVIDUAL PROPERTY OR MEZZANINE ASSET AT ANY TIME AND FROM TIME TO TIME FOR THE
PURPOSE OF TAKING ANY SUCH ACTION.
IF THE MANAGER SHALL DELIVER TO LENDER A
COPY OF ANY NOTICE SENT TO PROPERTY GUARANTOR OR MEZZANINE ASSET OWNER OF
DEFAULT UNDER ANY MANAGEMENT AGREEMENT, SUCH NOTICE SHALL CONSTITUTE FULL
PROTECTION TO LENDER FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY LENDER IN
GOOD FAITH, IN RELIANCE THEREON.
EXCEPT AS EXPRESSLY PROVIDED IN THE MANAGEMENT
AGREEMENTS, NEITHER PROPERTY GUARANTOR NOR MEZZANINE ASSET OWNER SHALL, AND
SHALL NOT PERMIT THE MANAGER TO, SUB-CONTRACT ANY OR ALL OF ITS MANAGEMENT
RESPONSIBILITIES UNDER ANY MANAGEMENT AGREEMENT TO A THIRD-PARTY WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
BORROWER SHALL CAUSE PROPERTY GUARANTOR AND
MEZZANINE ASSET OWNER TO, FROM TIME TO TIME, OBTAIN FROM THE MANAGER SUCH
CERTIFICATES OF ESTOPPEL WITH RESPECT TO COMPLIANCE BY PROPERTY GUARANTOR AND
MEZZANINE ASSET OWNER WITH THE TERMS OF THE APPLICABLE MANAGEMENT AGREEMENT AS
MAY BE REASONABLY REQUESTED BY LENDER.
ANY SUMS EXPENDED BY LENDER PURSUANT TO
THIS PARAGRAPH (I) SHALL BEAR INTEREST AT THE DEFAULT RATE FROM THE DATE SUCH
COST IS INCURRED TO THE DATE OF PAYMENT TO LENDER, (II) SHALL BE DEEMED TO
CONSTITUTE A PORTION OF THE DEBT, (III) SHALL BE SECURED BY THE LIEN OF THE
PLEDGE AGREEMENT AND SECURITY INSTRUMENTS AND THE OTHER LOAN DOCUMENTS AND (IV)
SHALL BE IMMEDIATELY DUE AND PAYABLE UPON DEMAND BY LENDER THEREFOR.
(B)
WITHOUT LIMITATION OF THE FOREGOING, BORROWER SHALL CAUSE PROPERTY
GUARANTOR AND MEZZANINE ASSET OWNER, UPON THE REQUEST OF LENDER, TO TERMINATE
ANY OR ALL OF THE MANAGEMENT AGREEMENTS AND REPLACE THE MANAGER, WITHOUT PENALTY
OR FEE, IF AT ANY TIME DURING THE LOAN: (A) ANY MANAGER SHALL BECOME INSOLVENT
OR A DEBTOR IN ANY BANKRUPTCY OR INSOLVENCY PROCEEDING, (B) THERE EXISTS AN
UNCURED EVENT OF DEFAULT OR (C) THERE EXISTS A MATERIAL EVENT OF DEFAULT BEYOND
ANY APPLICABLE NOTICE