NO
EVENT SHALL MORTGAGE BORROWER BE ENTITLED TO BRING, PURSUE OR RAISE ANY SUCH
CLAIMS, COUNTERCLAIMS, DEFENSES, OFFSETS, DEDUCTIONS OR REDUCTIONS AGAINST
LENDER OR ANY AFFILIATE OF LENDER OR ANY OTHER PERSON AS THE SUCCESSOR HOLDER OF
THE MORTGAGE LOAN OR ANY INTEREST THEREIN; PROVIDED, HOWEVER, THAT MORTGAGE
BORROWER MAY SEEK SPECIFIC PERFORMANCE OF ITS CONTRACTUAL RIGHTS AND LENDER'S
CONTRACTUAL OBLIGATIONS UNDER THE MORTGAGE LOAN DOCUMENTS.
5.2.16
Material Agreements.
(A)
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY LOAN PARTY TO, ENTER
INTO ANY MATERIAL AGREEMENT WITHOUT THE CONSENT OF LENDER, NOT TO BE
UNREASONABLY WITHHELD OR DELAYED. LENDER MAY CONDITION ITS CONSENT UPON MORTGAGE
BORROWER ALSO OBTAINING THE CONSENT OF MORTGAGE LENDER, IF SUCH CONSENT SHALL BE
REQUIRED UNDER THE MORTGAGE LOAN DOCUMENTS. EACH SUCH MATERIAL AGREEMENT SHALL
BE IN FORM AND SUBSTANCE REASONABLY
101
ACCEPTABLE TO LENDER IN ALL RESPECTS, INCLUDING THE AMOUNT OF THE COSTS AND FEES
THEREUNDER.
(B)
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, BORROWER WILL NOT, AND
WILL NOT PERMIT OR CAUSE ANY LOAN PARTY OR ANY AFFILIATE THEREOF TO, AMEND,
MODIFY, SUPPLEMENT, RESCIND OR TERMINATE ANY MATERIAL AGREEMENT, WITHOUT
LENDER'S APPROVAL, NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
(C)
BORROWER SHALL AND SHALL CAUSE EACH LOAN PARTY TO OBSERVE AND
PERFORM EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY SUCH LOAN PARTY UNDER
THE MATERIAL AGREEMENTS THE NON-PERFORMANCE OF WHICH WOULD CAUSE A MATERIAL
ADVERSE EFFECT.
(D)
LENDER'S APPROVAL OF ANY MATERIAL AGREEMENT SHALL BE SUBJECT TO
THE SAME DEEMED APPROVAL PROVISIONS CONTAINED IN SECTION 5.1.17 HEREOF
APPLICABLE TO LEASES.
VI.
INSURANCE; CASUALTY AND CONDEMNATION
Section 6.1
Insurance.
(A)
BORROWER SHALL OBTAIN AND MAINTAIN, OR CAUSE MORTGAGE BORROWER TO
MAINTAIN, POLICIES PROVIDING AT LEAST THE FOLLOWING COVERAGES:
(I)
COMPREHENSIVE ALL RISK INSURANCE, INCLUDING THE PERIL OF WIND
(NAMED STORMS) ON THE IMPROVEMENTS AND THE PERSONAL PROPERTY, IN EACH CASE (A)
HAVING A 100% "REPLACEMENT COST VALUATION" CLAUSE OR ENDORSEMENT, WHICH FOR
PURPOSES OF THIS AGREEMENT SHALL MEAN ACTUAL REPLACEMENT VALUE OF EACH
INDIVIDUAL PROPERTY (EXCLUSIVE OF COSTS OF EXCAVATIONS, FOUNDATIONS, UNDERGROUND
UTILITIES AND FOOTINGS), WITH A WAIVER OF DEPRECIATION, (B) CONTAINING AN AGREED
AMOUNT ENDORSEMENT WITH RESPECT TO THE IMPROVEMENTS AND PERSONAL PROPERTY
WAIVING ALL CO-INSURANCE PROVISIONS; (C) PROVIDING FOR NO DEDUCTIBLE IN EXCESS
OF
$1,000,000 (OTHER THAN WITH RESPECT TO WIND STORM COVERAGE, WHICH DEDUCTIBLE
WILL NOT EXCEED 5% OF THE TOTAL INSURABLE VALUE OF THE INDIVIDUAL PROPERTY WHERE
THE PHYSICAL LOSS OR DAMAGE OCCURRED); AND (D) PROVIDING COVERAGE FOR CONTINGENT
LIABILITY FROM OPERATION OF BUILDING LAWS, DEMOLITION COSTS AND INCREASED COST
OF CONSTRUCTION ENDORSEMENTS TOGETHER WITH AN "ORDINANCE OR LAW COVERAGE" OR
"ENFORCEMENT" ENDORSEMENT IF ANY OF THE IMPROVEMENTS OR THE USE OF ANY
INDIVIDUAL PROPERTY SHALL AT ANY TIME CONSTITUTE LEGAL NON-CONFORMING STRUCTURES
OR USES;
(II)
BUSINESS INTERRUPTION/LOSS OF RENTS INSURANCE (A) WITH LOSS
PAYABLE TO LENDER, MEZZANINE B LENDER AND/OR MORTGAGE LENDER, AS THEIR INTERESTS
MAY APPEAR; (B) COVERING ALL RISKS REQUIRED TO BE COVERED BY THE INSURANCE
PROVIDED FOR IN SECTION 6.1(A)(I) ABOVE; (C) IN AN