NOTE, EACH MORTGAGE, THIS AGREEMENT, THE ASSUMPTION AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE VALID, BINDING AND ENFORCEABLE AGAINST TRANSFEREE IN
ACCORDANCE WITH THEIR TERMS, (C) THAT TRANSFEREE AND ANY ENTITY WHICH IS A
CONTROLLING STOCKHOLDER, MEMBER OR GENERAL PARTNER OF TRANSFEREE, HAVE BEEN DULY
ORGANIZED, AND ARE IN EXISTENCE AND GOOD STANDING, AND (E) WITH RESPECT TO SUCH
OTHER MATTERS AS LENDER MAY REASONABLY REQUEST;
(J)
IF REQUIRED BY LENDER, LENDER SHALL HAVE
RECEIVED CONFIRMATION IN WRITING FROM THE RATING AGENCIES THAT RATE THE
SECURITIES TO THE EFFECT THAT THE TRANSFER WILL NOT RESULT IN A QUALIFICATION,
DOWNGRADE OR WITHDRAWAL OF ANY RATING INITIALLY ASSIGNED OR TO BE ASSIGNED TO
THE SECURITIES;
(K)
BORROWER'S OBLIGATIONS UNDER THE CONTRACT
OF SALE PURSUANT TO WHICH THE TRANSFER IS PROPOSED TO OCCUR SHALL EXPRESSLY BE
SUBJECT TO THE SATISFACTION OF THE TERMS AND CONDITIONS OF THIS SECTION 7.5; AND
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(L)
TRANSFEREE SHALL, PRIOR TO SUCH
TRANSFER, DELIVER A SUBSTANTIVE NON-CONSOLIDATION OPINION TO LENDER, WHICH
OPINION SHALL BE IN FORM, SCOPE AND SUBSTANCE ACCEPTABLE IN ALL RESPECTS TO
LENDER AND THE RATING AGENCIES.
A consent by Lender with respect to a transfer of the Properties in its entirety
to, and the related assumption of the Loan by, a Transferee pursuant to this
Section 7.5 shall not be construed to be a waiver of the right of Lender to
consent to any subsequent transfer of any Property.
ARTICLE 8
INSURANCE; CASUALTY; CONDEMNATION; RESTORATION
Section 8.1.
INSURANCE
(A)
BORROWER SHALL OBTAIN AND MAINTAIN, OR
CAUSE TO BE MAINTAINED, AT ALL TIMES INSURANCE FOR BORROWER AND EACH PROPERTY
PROVIDING AT LEAST THE FOLLOWING COVERAGES:
(I)
COMPREHENSIVE "ALL RISK" INSURANCE ON
THE IMPROVEMENTS AND THE PERSONAL PROPERTY, IN EACH CASE (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 $50,000 FOR ALL SUCH INSURANCE
COVERAGE; AND (D)
IF ANY OF THE IMPROVEMENTS OR THE USE OF SUCH PROPERTY SHALL
AT ANY TIME CONSTITUTE LEGAL NON-CONFORMING STRUCTURES OR USES, PROVIDING
COVERAGE FOR CONTINGENT LIABILITY FROM OPERATION OF BUILDING LAWS, DEMOLITION
COSTS AND INCREASED COST OF CONSTRUCTION ENDORSEMENTS AND CONTAINING AN
"ORDINANCE OR LAW COVERAGE" OR "ENFORCEMENT" ENDORSEMENT.
IN ADDITION, BORROWER
SHALL OBTAIN: (Y) IF ANY PORTION OF THE IMPROVEMENTS IS CURRENTLY OR AT ANY TIME
IN THE FUTURE LOCATED IN A
"SPECIAL FLOOD HAZARD AREA" DESIGNATED BY THE
FEDERAL EMERGENCY MANAGEMENT AGENCY, FLOOD HAZARD INSURANCE IN AN AMOUNT EQUAL
TO THE MAXIMUM AMOUNT OF SUCH INSURANCE AVAILABLE UNDER THE NATIONAL FLOOD
INSURANCE ACT OF 1968, THE FLOOD DISASTER PROTECTION ACT OF 1973 OR THE NATIONAL
FLOOD INSURANCE REFORM ACT OF 1994, AS EACH MAY BE AMENDED; AND (Z) EARTHQUAKE
INSURANCE IN AMOUNTS AND IN FORM AND SUBSTANCE REASONABLY