MORTGAGE, MEZZANINE
NOTE, PLEDGE AND OTHER AGREEMENT THAT EVIDENCES OR SECURES A MORTGAGE LOAN OR
RELATED MEZZANINE LOAN AND THAT WAS EXECUTED BY OR ON BEHALF OF THE RELATED
MORTGAGOR OR PLEDGOR IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE MAKER
THEREOF (SUBJECT TO ANY NON-RECOURSE PROVISIONS CONTAINED IN ANY OF THE
FOREGOING AGREEMENTS AND ANY APPLICABLE STATE ANTI-DEFICIENCY OR MARKET VALUE
LIMIT DEFICIENCY LEGISLATION), ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
OTHER SIMILAR LAWS AFFECTING THE
VII-4
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW) AND THERE IS NO VALID DEFENSE, COUNTERCLAIM OR RIGHT OF OFFSET OR
RESCISSION AVAILABLE TO THE RELATED MORTGAGOR OR PLEDGOR RESPECT TO SUCH
MORTGAGE NOTE, MORTGAGE, MEZZANINE NOTE, PLEDGE, OR OTHER AGREEMENTS.
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INSURANCE.
EACH PROPERTY IS, AND IS REQUIRED PURSUANT TO THE
RELATED MORTGAGE TO BE, INSURED BY (A) AN ALL RISK INSURANCE POLICY ISSUED BY AN
INSURER MEETING THE REQUIREMENTS OF SUCH MORTGAGE LOAN AND, TO THE EXTENT
REQUIRED AS OF THE DATE OF ORIGINATION BY THE ORIGINATOR OF SUCH MEZZANINE LOAN
CONSISTENT WITH ITS NORMAL COMMERCIAL MORTGAGE LENDING PRACTICES, AGAINST OTHER
RISKS INSURED AGAINST BY PERSONS OPERATING LIKE PROPERTIES IN THE LOCALITY OF
THE PROPERTY IN AN AMOUNT NOT LESS THAN THE LESSER OF THE PRINCIPAL BALANCE OF
THE RELATED MEZZANINE LOAN AND 100% OF THE REPLACEMENT COST (NOT ALLOWING
REDUCTION IN INSURANCE PROCEEDS FOR DEPRECIATION) OF THE PROPERTY, AND NOT LESS
THAN THE AMOUNT NECESSARY TO AVOID THE OPERATION OF ANY CO-INSURANCE PROVISIONS
WITH RESPECT TO THE PROPERTY; (B) A BUSINESS INTERRUPTION OR RENTAL LOSS
INSURANCE POLICY PROVIDING COVERAGE FOR AT LEAST TWELVE MONTHS (OTHER THAN FOR
MANUFACTURED HOUSING COMMUNITIES) AND FOR EIGHTEEN MONTHS OF COVERAGE IF THE
PROPERTY IS A SPECIAL PURPOSE PROPERTY OR IF THE MORTGAGE LOAN IS IN EXCESS OF
$25 MILLION; (C) A FLOOD INSURANCE POLICY (IF ANY PORTION OF THE PROPERTY IS
LOCATED IN AN AREA IDENTIFIED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY AS
HAVING SPECIAL FLOOD HAZARDS); AND (D) A COMPREHENSIVE GENERAL LIABILITY
INSURANCE POLICY IN AMOUNTS AS ARE GENERALLY REQUIRED BY COMMERCIAL MORTGAGE
LENDERS, AND IN ANY EVENT NOT LESS THAN $1 MILLION PER OCCURRENCE.
SUCH
INSURANCE POLICY CONTAINS A STANDARD MORTGAGEE CLAUSE THAT NAMES THE HOLDER OF
THE MORTGAGE, ITS SUCCESSORS AND ASSIGNS AS MORTGAGEE AS AN ADDITIONAL INSURED
IN THE CASE OF LIABILITY INSURANCE POLICIES OR AS A LOSS PAYEE IN THE CASE OF
PROPERTY INSURANCE POLICIES.
SUCH INSURANCE POLICY IS NOT TERMINABLE (NOR MAY
THE AMOUNT OF COVERAGE PROVIDED THEREUNDER BE REDUCED) WITHOUT PRIOR WRITTEN
NOTICE TO THE HOLDER OF THE MORTGAGE, AND NO SUCH NOTICE HAS BEEN RECEIVED,
INCLUDING ANY NOTICE OF NONPAYMENT OF PREMIUMS, THAT HAS NOT BEEN CURED.
EACH
MORTGAGE OBLIGATES THE RELATED MORTGAGOR TO MAINTAIN ALL SUCH INSURANCE AND,
UPON SUCH MORTGAGOR'S FAILURE TO DO SO, AUTHORIZES THE HOLDER OF THE MORTGAGE TO
PURCHASE AND