LENDER AN IRREVOCABLE POWER OF ATTORNEY TO
ENDORSE THE JOINT CHECK ON BORROWER'S BEHALF.
(E)
ALL POLICIES SHALL CONTAIN CLAUSES OR ENDORSEMENTS TO THE EFFECT
THAT:
(I)
NO ACT OR NEGLIGENCE OF BORROWER, MORTGAGE BORROWER OR MEZZANINE
B BORROWER, OR ANYONE ACTING FOR BORROWER, MORTGAGE BORROWER OR MEZZANINE B
BORROWER, OR ANY TENANT OR OTHER OCCUPANT, OR FAILURE TO COMPLY WITH THE
PROVISIONS OF ANY POLICY, WHICH MIGHT OTHERWISE RESULT IN A FORFEITURE OF THE
INSURANCE OR ANY PART THEREOF, EXCEPT FOR THE WILLFUL MISCONDUCT OF LENDER,
MORTGAGE LENDER OR MEZZANINE B LENDER, IN VIOLATION OF THE CONDITIONS OF SUCH
POLICY, SHALL IN ANY WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF THE INSURANCE
INSOFAR AS LENDER, MORTGAGE LENDER OR MEZZANINE B LENDER IS CONCERNED;
(II)
THE POLICY SHALL NOT BE CANCELLED WITHOUT AT LEAST 15 DAYS'
WRITTEN NOTICE (OR TEN DAYS' WRITTEN NOTICE, IN THE CASE OF NON-PAYMENT OF
PREMIUM) TO LENDER, MORTGAGE LENDER AND MEZZANINE B LENDER AND ANY OTHER PARTY
NAMED THEREIN AS AN ADDITIONAL INSURED;
(III)
INTENTIONALLY OMITTED; AND
106
(IV)
NEITHER LENDER, MORTGAGE LENDER OR MEZZANINE B LENDER SHALL BE
LIABLE FOR ANY INSURANCE PREMIUMS THEREON OR SUBJECT TO ANY ASSESSMENTS
THEREUNDER.
(F)
BORROWER SHALL GIVE WRITTEN NOTICE TO LENDER IF THE POLICY HAS
NOT BEEN RENEWED 10 DAYS PRIOR TO THE EXPIRATION. IF AT ANY TIME 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, 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.
(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