EACH INDIVIDUAL
PROPERTY ARE OPERATED UNDER THE TERMS AND CONDITIONS OF A MANAGEMENT AGREEMENT,
THE PROVISIONS OF THIS SECTION 5.1.18 SHALL APPLY. BORROWER SHALL NOT PERMIT ANY
MORTGAGE BORROWER ENTITY TO RETAIN A MANAGER TO MANAGE ANY INDIVIDUAL PROPERTY
UNLESS SUCH MANAGER IS A QUALIFIED MANAGER AND HAS ENTERED INTO A MANAGEMENT
AGREEMENT AND AN AGREEMENT REGARDING MANAGEMENT AGREEMENT, EACH IN FORM AND
SUBSTANCE, REASONABLY ACCEPTABLE TO LENDER. ALL MANAGEMENT FEES PAYABLE PURSUANT
TO THE MANAGEMENT AGREEMENTS SHALL BE MARKET FEES SIMILAR TO THOSE PAYABLE TO
MANAGERS OF PROPERTIES OF A SIMILAR TYPE AND QUALITY PURSUANT TO ARM'S-LENGTH
MANAGEMENT AGREEMENTS, TAKING INTO ACCOUNT DIFFERENCES IN THE QUALITY OR LEVEL
OF SERVICE PROVIDED; PROVIDED, HOWEVER, THAT IF TSP OR AN AFFILIATE OF TSP IS
EMPLOYED AS MANAGER OF THE PROPERTIES, SUCH FEES PAYABLE TO TSP OR SUCH
AFFILIATE, AS THE CASE MAY BE, SHALL BE DEEMED TO BE MARKET AND ARM'S-LENGTH.
BORROWER SHALL CAUSE MORTGAGE BORROWER TO (I) DILIGENTLY PERFORM AND OBSERVE ALL
OF THE MATERIAL TERMS, COVENANTS AND CONDITIONS OF THE MANAGEMENT AGREEMENTS ON
THE PART OF MORTGAGE
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BORROWER TO BE PERFORMED AND OBSERVED TO THE END THAT ALL THINGS SHALL BE DONE
WHICH ARE NECESSARY TO KEEP UNIMPAIRED THE RIGHTS OF MORTGAGE BORROWER UNDER THE
MANAGEMENT AGREEMENTS AND (II) PROMPTLY NOTIFY LENDER OF THE GIVING OF ANY
NOTICE TO MORTGAGE BORROWER OF ANY DEFAULT BY MORTGAGE BORROWER IN THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, COVENANTS OR CONDITIONS OF ANY
MANAGEMENT AGREEMENT ON THE PART OF MORTGAGE BORROWER TO BE PERFORMED AND
OBSERVED AND DELIVER TO LENDER A TRUE COPY OF EACH SUCH NOTICE. BORROWER SHALL
NOT CAUSE OR PERMIT MORTGAGE BORROWER TO SURRENDER ANY MANAGEMENT AGREEMENT,
CONSENT TO THE ASSIGNMENT BY MANAGER OF ITS INTEREST UNDER ANY MANAGEMENT
AGREEMENT, OR TERMINATE OR CANCEL ANY MANAGEMENT AGREEMENT OR, IN ANY RESPECT
THAT WOULD HAVE A MATERIAL ADVERSE EFFECT, MODIFY, CHANGE, SUPPLEMENT, ALTER OR
AMEND ANY MANAGEMENT AGREEMENT, EITHER ORALLY OR IN WRITING. NOTWITHSTANDING THE
FOREGOING, BORROWER SHALL BE ENTITLED TO CAUSE OR PERMIT MORTGAGE BORROWER TO
ENFORCE AND TERMINATE ANY MANAGEMENT AGREEMENT IN ACCORDANCE WITH THE TERMS
THEREOF; PROVIDED, HOWEVER, THAT IF THE MANAGEMENT AGREEMENT FOR ANY INDIVIDUAL
PROPERTY IS TERMINATED, BORROWER SHALL CAUSE THE APPLICABLE MORTGAGE BORROWER
ENTITY TO SIMULTANEOUSLY ENTER INTO A REPLACEMENT MANAGEMENT AGREEMENT FOR SUCH
INDIVIDUAL PROPERTY. SUBJECT TO (X) THE RIGHTS OF MORTGAGE LENDER PURSUANT TO
THE TERMS AND CONDITIONS OF THE MORTGAGE LOAN DOCUMENTS AND (Y) THE RIGHTS OF
MEZZANINE A LENDER PURSUANT TO THE TERMS AND CONDITIONS OF THE MEZZANINE A LOAN
DOCUMENTS, IF MORTGAGE BORROWER SHALL DEFAULT IN THE PERFORMANCE OR OBSERVANCE
OF ANY MATERIAL TERM, COVENANT OR CONDITION OF ANY MANAGEMENT AGREEMENT ON THE
PART OF MORTGAGE BORROWER TO BE PERFORMED OR OBSERVED, AND SUCH DEFAULT SHALL
CONTINUE BEYOND THE EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIOD, THEN,
WITHOUT LIMITING THE GENERALITY OF THE OTHER PROVISIONS OF THIS AGREEMENT, AND
WITHOUT WAIVING OR RELEASING BORROWER FROM ANY OF ITS OBLIGATIONS HEREUNDER,
LENDER SHALL HAVE THE