BE PERFORMED OR
OBSERVED TO BE PROMPTLY PERFORMED OR OBSERVED ON BEHALF OF MORTGAGE BORROWER, TO
THE END THAT THE RIGHTS OF MORTGAGE BORROWER IN, TO AND UNDER SUCH MANAGEMENT
AGREEMENT SHALL BE KEPT 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 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 OR THE MEZZANINE A 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