BORROWERS
EXPRESSLY ACKNOWLEDGE AND AGREE, ON BEHALF OF THEMSELVES AND THE OTHER TRANSFER
RESTRICTED PARTIES, THAT ANY TRANSFER OR GUARANTOR TRANSFER STATED TO BE
PERMITTED HEREUNDER OR THEREUNDER SHALL ONLY BE PERMITTED IF IT DOES NOT VIOLATE
ANY LEGAL REQUIREMENTS, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY
GAMING LAWS.
5.2.11
MORTON INDEMNIFICATION AND PWR/RWB ESCROW AGREEMENT.
BORROWERS SHALL NOT DO, AND BORROWERS SHALL NOT PERMIT ANY AFFILIATE TO DO, ANY
OF THE FOLLOWING, IN EACH INSTANCE WITHOUT THE PRIOR APPROVAL OF LENDER, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD:
(A) MODIFY, AMEND, WAIVE ANY RIGHT
UNDER, OR TERMINATE THE MORTON INDEMNIFICATION OR THE PWR/RWB ESCROW AGREEMENT,
OTHER THAN ANY MINISTERIAL, NON-MONETARY AMENDMENT OR MODIFICATION; (B) MAKE ANY
CLAIM OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES UNDER THE MORTON
INDEMNIFICATION OR THE PWR/RWB ESCROW AGREEMENT; OR (C) OTHER THAN THE FUNDS
CONTEMPLATED TO BE RELEASED ON THE CLOSING DATE PURSUANT TO THE EXPRESS TERMS OF
THE PWR/RWB ESCROW AGREEMENT, CAUSE ANY FUNDS ESCROWED UNDER THE PWR/RWB ESCROW
AGREEMENT TO BE USED FOR ANY PURPOSE OTHER THAN THE SATISFACTION OF
INDEMNIFICATION CLAIMS PURSUANT TO THE MORTON INDEMNIFICATION UNTIL SUCH TIME AS
THE MORTON INDEMNIFICATION SHALL EXPIRE BY ITS TERMS.
SUBJECT TO LENDER'S
REASONABLE APPROVAL, BORROWERS SHALL DILIGENTLY PURSUE THEIR RIGHTS AND REMEDIES
UNDER THE MORTON INDEMNIFICATION AND THE PWR/RWB ESCROW AGREEMENT, AND FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, LENDER SHALL
HAVE THE RIGHT TO PURSUE THE SAME ON BEHALF OF, AND IN THE NAME OF, ANY
BORROWER, AND EACH BORROWER HEREBY APPOINTS LENDER ITS ATTORNEY-IN-FACT, COUPLED
WITH AN INTEREST, TO PURSUE THE SAME.
5.2.12
DISTRIBUTIONS TO AFFILIATES.
OTHER THAN THE FEES AND
EXPENSE REIMBURSEMENTS PAYABLE TO ANY AFFILIATED MANAGER PURSUANT TO ANY
MANAGEMENT AGREEMENT REASONABLY APPROVED BY LENDER, NO BORROWER SHALL MAKE ANY
DISTRIBUTIONS TO, OR OTHERWISE PAY ANY DIVIDENDS OR MAKE ANY PAYMENTS TO, ANY
RESTRICTED PARTY UNLESS AND UNTIL THE EXCESS CASH TERMINATION CONDITIONS SHALL
HAVE OCCURRED, AND THEREAFTER, ONLY WHEN NO EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING.
183
ARTICLE VI.
INSURANCE; CASUALTY; CONDEMNATION; RESTORATION
Section 6.1
Insurance.
(a) Borrowers shall
obtain and maintain, or cause to be maintained, insurance for each Borrower and
each Property providing at least the following coverages:
(I)
COMPREHENSIVE ALL RISK INSURANCE ON THE
IMPROVEMENTS AND THE PERSONAL PROPERTY (INCLUDING ANY STORED MATERIALS) (A) IN
AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE "FULL REPLACEMENT COST,"
WHICH FOR PURPOSES OF THIS AGREEMENT SHALL MEAN ACTUAL REPLACEMENT VALUE
(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 TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000) FOR ALL SUCH INSURANCE COVERAGE EXCEPT
THAT THE DEDUCTIBLE FOR EARTHQUAKE OR WINDSTORM INSURANCE SHALL NOT EXCEED FIVE
PERCENT (5%) OF THE TOTAL VALUE OF THE PROPERTIES AND THE DEDUCTIBLE FOR FLOOD
INSURANCE SHALL NOT EXCEED TWO HUNDRED FIFTY THOUSAND