RIGHT, BUT SHALL BE UNDER NO OBLIGATION, TO PAY ANY SUMS
AND TO PERFORM ANY ACT OR TAKE ANY ACTION AS MAY BE APPROPRIATE TO CAUSE ALL THE
TERMS, COVENANTS AND CONDITIONS OF SUCH MANAGEMENT AGREEMENT ON THE PART OF
MORTGAGE BORROWER TO 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
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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