UNIMPAIRED AND
FREE FROM DEFAULT. LENDER AND ANY PERSON DESIGNATED BY LENDER SHALL HAVE, AND
ARE HEREBY GRANTED, THE RIGHT TO ENTER UPON ANY INDIVIDUAL PROPERTY AT ANY TIME
AND FROM TIME TO TIME WHILE AN UNCURED EVENT OF DEFAULT EXISTS FOR THE PURPOSE
OF TAKING ANY SUCH ACTION. IF THE MANAGER UNDER ANY MANAGEMENT AGREEMENT SHALL
DELIVER TO LENDER A COPY OF ANY NOTICE SENT TO BORROWER OR MORTGAGE BORROWER OF
DEFAULT UNDER SUCH 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. BORROWER SHALL NOTIFY LENDER IF THE MANAGER
SUB-CONTRACTS TO A THIRD PARTY ANY OR ALL OF ITS MANAGEMENT RESPONSIBILITIES
UNDER ANY MANAGEMENT AGREEMENT. BORROWER SHALL, FROM TIME TO TIME, USE ITS BEST
EFFORTS (OR COMMERCIALLY REASONABLE EFFORTS, AT ANY TIME WHEN THE MANAGER UNDER
ANY MANAGEMENT AGREEMENT IS NOT AN AFFILIATE OF BORROWER, MORTGAGE BORROWER, ANY
PRINCIPAL, GUARANTOR OR TSP) TO OBTAIN FROM THE MANAGER UNDER SUCH MANAGEMENT
AGREEMENT SUCH CERTIFICATES OF ESTOPPEL WITH RESPECT TO COMPLIANCE BY
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MORTGAGE BORROWER AND MANAGER WITH THE TERMS OF SUCH MANAGEMENT AGREEMENT AS MAY
BE REASONABLY REQUESTED BY LENDER. BORROWER SHALL CAUSE MORTGAGE BORROWER TO
EXERCISE EACH INDIVIDUAL OPTION, IF ANY, TO EXTEND OR RENEW THE TERM OF EACH
MANAGEMENT AGREEMENT UPON DEMAND BY LENDER MADE AT ANY TIME WITHIN ONE (1) YEAR
OF THE LAST DAY UPON WHICH ANY SUCH OPTION MAY BE EXERCISED. ANY SUMS EXPENDED
BY LENDER PURSUANT TO THIS SECTION 5.1.18(A) SHALL BEAR INTEREST AT THE DEFAULT
RATE FROM THE DATE WHICH IS TEN (10) BUSINESS DAYS AFTER THE DATE LENDER FIRST
MAKES WRITTEN DEMAND UPON BORROWER FOR REIMBURSEMENT OF SUCH COST TO THE DATE OF
PAYMENT TO LENDER, SHALL BE DEEMED TO CONSTITUTE A PORTION OF THE DEBT, SHALL BE
SECURED BY THE LIEN OF THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
SHALL BE DUE AND PAYABLE PROMPTLY UPON DEMAND BY LENDER THEREFOR.
(B)
WITHOUT LIMITATION OF THE FOREGOING, BORROWER, UPON THE REQUEST OF
LENDER, SHALL CAUSE MORTGAGE BORROWER TO TERMINATE ANY MANAGEMENT AGREEMENT AND
REPLACE THE MANAGER (SO LONG AS SUCH TERMINATION AND/OR REPLACEMENT IS NOT
PROHIBITED UNDER THE MORTGAGE LOAN DOCUMENTS), WITHOUT PENALTY OR FEE, IF AT ANY
TIME DURING THE LOAN: (I) THERE EXISTS AN UNCURED EVENT OF DEFAULT, (II) THERE
EXISTS A DEFAULT BY MANAGER (OTHER THAN TSP OR ANY OTHER AFFILIATED MANAGER)
UNDER SUCH MANAGEMENT AGREEMENT, WHICH DEFAULT SHALL HAVE CONTINUED BEYOND THE
EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIOD, (III) THE MANAGER SHALL
BECOME INSOLVENT OR A DEBTOR IN ANY BANKRUPTCY OR INSOLVENCY PROCEEDING, OR (IV)
THE MATURITY DATE OCCURS AND THE LOAN IS NOT PAID IN FULL. AT SUCH TIME AS THE
MANAGER IS REMOVED AS THE MANAGER WITH RESPECT TO ANY INDIVIDUAL PROPERTY, A
QUALIFIED MANAGER SHALL ASSUME MANAGEMENT OF SUCH INDIVIDUAL PROPERTY PURSUANT
TO A REPLACEMENT MANAGEMENT AGREEMENT, AND SHALL RECEIVE A PROPERTY MANAGEMENT
FEE NOT TO EXCEED THEN CURRENT MARKET RATES