IN OBTAINING FOR THE LENDERS THE BENEFITS OF ANY INSURANCE PROCEEDS
LAWFULLY OR EQUITABLY PAYABLE TO BORROWER OR LENDERS IN CONNECTION WITH THE
PROPERTY. AGENT SHALL BE REIMBURSED FOR ANY EXPENSES REASONABLY INCURRED IN
CONNECTION THEREWITH (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS,
BUT EXCLUDING INTERNAL OVERHEAD, ADMINISTRATIVE AND SIMILAR COSTS OF AGENT) OUT
OF SUCH INSURANCE PROCEEDS, ALL AS MORE SPECIFICALLY PROVIDED IN THIS AGREEMENT.
(P)
FURTHER ASSURANCES.
BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE:
(I)
UPON AGENT'S REASONABLE REQUEST THEREFOR GIVEN FROM TIME TO TIME,
PAY FOR (A) REPORTS OF UCC, TAX LIEN, JUDGMENT AND LITIGATION SEARCHES WITH
RESPECT TO BORROWER, AND (B) SEARCHES OF TITLE TO THE PROPERTY, EACH SUCH SEARCH
TO BE CONDUCTED BY SEARCH FIRMS DESIGNATED BY AGENT IN EACH OF THE LOCATIONS
DESIGNATED BY AGENT;
(II)
FURNISH TO AGENT ALL INSTRUMENTS, DOCUMENTS, CERTIFICATES, TITLE
AND OTHER INSURANCE REPORTS AND AGREEMENTS, AND EACH AND EVERY OTHER DOCUMENT,
CERTIFICATE, AGREEMENT AND INSTRUMENT REQUIRED TO BE FURNISHED PURSUANT TO THE
TERMS OF THE LOAN DOCUMENTS;
(III)
EXECUTE AND DELIVER TO AGENT SUCH DOCUMENTS, INSTRUMENTS,
CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER ACTS NECESSARY,
TO EVIDENCE, PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME SECURING OR
INTENDED TO SECURE THE NOTE, AS AGENT MAY REASONABLY REQUIRE (INCLUDING, WITHOUT
LIMITATION, TENANT ESTOPPEL CERTIFICATES, AN AMENDED OR REPLACEMENT MORTGAGE,
UCC FINANCING STATEMENTS OR COLLATERAL SECURITY INSTRUMENTS); AND
(IV)
DO AND EXECUTE ALL AND SUCH FURTHER LAWFUL AND REASONABLE ACTS,
CONVEYANCES AND ASSURANCES FOR THE BETTER AND MORE EFFECTIVE CARRYING OUT OF THE
INTENTS AND PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AGENT
SHALL REASONABLY REQUIRE FROM TIME TO TIME.
(Q)
MANAGEMENT OF PROPERTY.
(I)
THE PROPERTY SHALL BE MANAGED AT ALL TIMES BY THE MANAGER OR
ANOTHER MANAGER REASONABLY SATISFACTORY TO AGENT, PURSUANT TO A MANAGEMENT
AGREEMENT.
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ANY SUCH MANAGER MAY BE AN AFFILIATE OF BORROWER, PROVIDED THAT:
(A) THE TERMS
AND CONDITIONS OF SUCH MANAGER'S ENGAGEMENT ARE AT ARM'S LENGTH, REASONABLE,
COMPETITIVE AND CUSTOMARY IN THE APPLICABLE MARKETPLACE; AND (B) AGENT HAS
APPROVED SUCH MANAGER AND SUCH TERMS, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED. BORROWER SHALL CAUSE THE MANAGER OF THE PROPERTY TO AGREE
THAT SUCH MANAGER'S MANAGEMENT AGREEMENT IS SUBJECT AND SUBORDINATE IN ALL
RESPECTS TO THE LIEN OF THE MORTGAGE. A MANAGEMENT AGREEMENT MAY BE TERMINATED
(1) BY BORROWER AT ANY TIME IN ACCORDANCE WITH THE PROVISIONS OF SUCH MANAGEMENT
AGREEMENT SO LONG AS A SUCCESSOR MANAGER AS SPECIFIED BELOW SHALL HAVE BEEN
APPOINTED AND SUCH SUCCESSOR MANAGER HAS (I) ENTERED INTO A MANAGEMENT
AGREEMENT, SUBJECT TO ANY MODIFICATIONS APPROVED BY AGENT, WHICH APPROVAL SHALL
NOT BE UNREASONABLY DENIED, CONDITIONED OR DELAYED, AND (II) HAS EXECUTED AND
DELIVERED THE MANAGER'S SUBORDINATION TO AGENT, AND (2) BY AGENT 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