BORROWER CONFIRMS TO LENDER, IN
WRITING, THAT IT SHALL PROTECT AND HOLD LENDER HARMLESS FROM ANY LOSSES
ASSOCIATED WITH SUCH RISKS BY, AMONG OTHER THINGS, EITHER (A) DEPOSITING WITH
LENDER SUMS SUFFICIENT TO PAY FOR ALL UNINSURED COSTS RELATED TO A RESTORATION
OF THE PROPERTY FOLLOWING ANY ACT OF TERRORISM (WHICH SUM
52
SHALL BE TREATED AS A NET PROCEEDS DEFICIENCY), OR (B) PROVIDED SUCH ACT OF
TERRORISM OCCURS ON OR AFTER THE PERMITTED PREPAYMENT DATE, PREPAYING THE LOAN
IN ACCORDANCE WITH THE TERMS HEREOF; (II) SOLE MEMBER ("TERRORISM INSURANCE
GUARANTOR") EXECUTES A GUARANTY, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER,
GUARANTEEING IN THE EVENT OF ANY ACT OF TERRORISM, PAYMENT TO LENDER OF ANY SUMS
THAT BORROWER IS OBLIGATED TO PAY TO LENDER UNDER CLAUSE (I) ABOVE (WHICH SHALL
BE APPLIED IN ACCORDANCE WITH SECTION 6.4 HEREOF) AND (III) TERRORISM INSURANCE
GUARANTOR MAINTAINS A NET WORTH OF AT LEAST $300,000,000 (AS DETERMINED BY SUCH
ENTITY'S MOST RECENT AUDITED FINANCIAL STATEMENTS), SUCH ENTITY MAINTAINS A
DIRECT OR INDIRECT OWNERSHIP INTEREST IN BORROWER, AND THE AGGREGATE
LOAN-TO-VALUE RATIO (AS DETERMINED BY LENDER) ("LTV") FOR ALL PROPERTIES ON
WHICH SUCH ENTITY HAS A DIRECT OR INDIRECT OWNERSHIP INTEREST SHALL NOT EXCEED
60%, HOWEVER, TERRORISM INSURANCE GUARANTOR MAY EXCEED THE 60% LTV FOR A PERIOD
NOT TO EXCEED SIX (6) MONTHS OUT OF ANY TWELVE (12) MONTH PERIOD EITHER 1)
DURING THE TIME PERIOD WHEN TERRORISM INSURANCE GUARANTOR IS OFFERING SECURITIES
TO THE PUBLIC, OR 2) WHEN IN THE BUSINESS JUDGEMENT OF TERRORISM INSURANCE
GUARANTOR, EXCEEDING AN LTV OF 60% IS NECESSARY GIVEN EXISTING CIRCUMSTANCES OF
THE CREDIT ENVIRONMENT, BUT IN NO EVENT SHALL THE LTV EXCEED 65% IF TERRORISM
INSURANCE GUARANTOR MAINTAINS A NET WORTH GREATER THAN OR EQUAL TO $300,000,000,
BUT LESS THAN $400,000,000, OR 70% IF TERRORISM INSURANCE GUARANTOR MAINTAINS A
NET WORTH OF AT LEAST $400,000,000
(IX)
UPON SIXTY (60) DAYS' WRITTEN NOTICE, SUCH
OTHER REASONABLE INSURANCE AND IN SUCH REASONABLE AMOUNTS AS LENDER FROM TIME TO
TIME MAY REASONABLY REQUEST AGAINST SUCH OTHER INSURABLE HAZARDS WHICH AT THE
TIME ARE COMMONLY INSURED AGAINST FOR PROPERTY SIMILAR TO THE PROPERTY LOCATED
IN OR AROUND THE REGION IN WHICH THE PROPERTY IS LOCATED.
(B)
ALL INSURANCE PROVIDED FOR IN
SECTION 6.1(A) SHALL BE OBTAINED UNDER VALID AND ENFORCEABLE POLICIES
(COLLECTIVELY, THE "POLICIES" OR IN THE SINGULAR, THE "POLICY"), AND SHALL BE
SUBJECT TO THE APPROVAL OF LENDER AS TO INSURANCE COMPANIES, AMOUNTS,
DEDUCTIBLES, LOSS PAYEES AND INSUREDS.
THE POLICIES SHALL BE ISSUED BY
FINANCIALLY SOUND AND RESPONSIBLE INSURANCE COMPANIES AUTHORIZED TO DO BUSINESS
IN THE STATE AND HAVING A RATING OF "A:X" OR BETTER IN THE CURRENT BEST'S
INSURANCE REPORTS AND A CLAIMS PAYING ABILITY RATING OF "AA" OR BETTER BY AT
LEAST TWO (2) OF THE RATING AGENCIES INCLUDING, (I) STANDARD & POOR'S RATINGS
GROUP, AND (II) MOODY'S INVESTORS SERVICES, INC. IF MOODY'S INVESTORS
SERVICE, INC. IS RATING THE SECURITIES.
THE POLICIES DESCRIBED IN SECTION 6.1
(OTHER THAN THOSE STRICTLY LIMITED TO LIABILITY PROTECTION) SHALL DESIGNATE
LENDER AS