LENDER IS NOT
IN RECEIPT OF WRITTEN EVIDENCE THAT ALL INSURANCE REQUIRED HEREUNDER IS IN FULL
FORCE AND EFFECT, LENDER SHALL HAVE THE RIGHT, WITHOUT NOTICE TO BORROWER, BUT
SUBJECT TO THE TERMS OF THE MORTGAGE LOAN DOCUMENTS AND THE RIGHTS OF MEZZANINE
A LENDER, TO TAKE SUCH ACTION AS LENDER DEEMS NECESSARY TO PROTECT ITS INTEREST
IN THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE OBTAINING OF SUCH
INSURANCE COVERAGE AS LENDER IN ITS SOLE DISCRETION DEEMS APPROPRIATE AFTER
THREE (3) BUSINESS DAYS' NOTICE TO BORROWER IF PRIOR TO THE DATE UPON WHICH ANY
SUCH COVERAGE WILL LAPSE OR AT ANY TIME LENDER DEEMS NECESSARY (REGARDLESS OF
PRIOR NOTICE TO BORROWER) TO AVOID THE LAPSE OF ANY SUCH COVERAGE. ALL PREMIUMS
INCURRED BY LENDER IN CONNECTION WITH SUCH ACTION OR IN OBTAINING SUCH INSURANCE
AND KEEPING IT IN EFFECT SHALL BE PAID BY BORROWER TO LENDER UPON DEMAND AND,
UNTIL PAID, SHALL BE SECURED BY THE COLLATERAL AND SHALL BEAR INTEREST AT THE
DEFAULT RATE. LENDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO GIVE BORROWER
SIMULTANEOUS NOTICE OF ANY ACTION TAKEN BY LENDER PURSUANT TO THIS SECTION
6.1(F); PROVIDED, HOWEVER, THAT IF LENDER FAILS TO DELIVER SUCH NOTICE, ITS
RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND THE PLEDGE AGREEMENT SHALL NOT BE
IMPAIRED.
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(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 6.1,
THE POLICIES REQUIRED PURSUANT TO SECTIONS 6.1(A)(III), (V), (VII), AND (IX) MAY
BE ISSUED BY A CAPTIVE INSURANCE COMPANY, PROVIDED THAT, BORROWER SHALL HAVE THE
ABILITY TO PROCURE A PORTION OF THE INSURANCE COVERAGE REQUIRED HEREUNDER
(INCLUDING THE SO CALLED CATASTROPHE PERILS) THROUGH A "CAPTIVE" INSURANCE
ARRANGEMENT WITH A PROVIDER THAT IS AFFILIATED WITH TSP, PROVIDED THAT (I)
LENDER AND ANY RELEVANT INVESTORS WITH RESPECT TO THE LOAN ARE REASONABLY
SATISFIED WITH THE FORMATION/STRUCTURE OF THE CAPTIVE PROVIDER AND THE COVERAGE
PROVIDED, AND (II) LENDER HAS RECEIVED A RATING AGENCY CONFIRMATION AND A
WRITTEN CONFIRMATION FROM EACH OF THE INVESTORS OF ANY PORTION OF THE LOAN THAT
THE USE OF SUCH CAPTIVE INSURANCE ARRANGEMENT SHALL NOT RESULT IN ANY ADVERSE
RATINGS EFFECT UPON ANY APPLICABLE CERTIFICATES. LENDER SHALL COOPERATE WITH AND
PERMIT BORROWER TO PARTICIPATE IN THE PRESENTATION TO THE RATING AGENCIES OR
INVESTORS WITH RESPECT TO ANY SUCH CAPTIVE INSURANCE PROGRAM. EXCEPT FOR THE
AFOREMENTIONED CONDITION, SUCH "CAPTIVE" INSURANCE COMPANY SHALL NOT BE SUBJECT
TO ANY OF THE ABOVE RATING REQUIREMENTS OR CONDITIONS IN SECTION 6.1(B).
(H)
FOR PURPOSES OF THIS AGREEMENT, LENDER SHALL HAVE THE SAME
APPROVAL RIGHTS OVER THE INSURANCE REFERRED TO IN THE MORTGAGE LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THE INSURERS, DEDUCTIBLES AND COVERAGES
THEREUNDER, AS WELL AS THE RIGHT TO REQUIRE OTHER REASONABLE INSURANCE PURSUANT
TO THE MORTGAGE LOAN DOCUMENTS) AS ARE PROVIDED IN FAVOR OF THE MORTGAGE LENDER
IN THE MORTGAGE LOAN DOCUMENTS. ALL LIABILITY INSURANCE PROVIDED FOR IN THE
MORTGAGE LOAN DOCUMENTS SHALL PROVIDE INSURANCE WITH RESPECT TO THE LIABILITIES
OF MORTGAGE BORROWER, MEZZANINE A BORROWER AND BORROWER. THE INSURANCE POLICIES
DELIVERED PURSUANT TO THE MORTGAGE LOAN DOCUMENTS SHALL