CURRENT MANAGER
OR ANOTHER MANAGER REASONABLY SATISFACTORY TO LENDER, PURSUANT TO A MANAGEMENT
AGREEMENT.
ANY SUCH MANAGER MAY BE AN AFFILIATE OF BORROWER, PROVIDED THAT:
(A) THE TERMS AND CONDITIONS OF
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SUCH MANAGER'S ENGAGEMENT ARE AT ARM'S LENGTH, REASONABLE, 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 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