THE AMOUNT OF THE COSTS AND FEES
THEREUNDER.
(B)
EXCEPT AS SPECIFICALLY SET FORTH HEREIN,
BORROWER WILL NOT, AND WILL NOT PERMIT OR CAUSE ANY LOAN PARTY OR ANY AFFILIATE
THEREOF TO, AMEND, MODIFY, SUPPLEMENT, RESCIND OR TERMINATE ANY MATERIAL
AGREEMENT, WITHOUT LENDER'S APPROVAL, NOT TO BE UNREASONABLY WITHHELD OR
DELAYED.
(C)
BORROWER SHALL AND SHALL CAUSE EACH LOAN
PARTY TO OBSERVE AND PERFORM EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY
SUCH LOAN PARTY UNDER THE MATERIAL AGREEMENTS THE NON-PERFORMANCE OF WHICH WOULD
CAUSE A MATERIAL ADVERSE EFFECT.
(D)
LENDER'S APPROVAL OF ANY MATERIAL AGREEMENT
SHALL BE SUBJECT TO THE SAME DEEMED APPROVAL PROVISIONS CONTAINED IN
SECTION 5.1.17 HEREOF APPLICABLE TO LEASES.
VI.
INSURANCE; CASUALTY AND CONDEMNATION
Section 6.1
Insurance.
(A)
BORROWER SHALL OBTAIN AND MAINTAIN, OR
CAUSE MORTGAGE BORROWER TO MAINTAIN, POLICIES PROVIDING AT LEAST THE FOLLOWING
COVERAGES:
(I)
COMPREHENSIVE ALL RISK INSURANCE,
INCLUDING THE PERIL OF WIND (NAMED STORMS) ON THE IMPROVEMENTS AND THE PERSONAL
PROPERTY, IN EACH CASE (A) HAVING A 100% "REPLACEMENT COST VALUATION" CLAUSE OR
ENDORSEMENT, WHICH FOR PURPOSES OF THIS AGREEMENT SHALL MEAN ACTUAL REPLACEMENT
VALUE OF EACH INDIVIDUAL PROPERTY (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
$1,000,000 (OTHER THAN WITH RESPECT TO WIND STORM
COVERAGE, WHICH DEDUCTIBLE WILL NOT EXCEED 5% OF THE TOTAL INSURABLE VALUE OF
THE INDIVIDUAL PROPERTY WHERE THE PHYSICAL LOSS OR DAMAGE OCCURRED); AND
(D) PROVIDING COVERAGE FOR CONTINGENT LIABILITY FROM OPERATION OF BUILDING LAWS,
DEMOLITION COSTS AND INCREASED COST OF CONSTRUCTION ENDORSEMENTS TOGETHER WITH
AN "ORDINANCE OR LAW COVERAGE" OR "ENFORCEMENT" ENDORSEMENT IF ANY OF THE
IMPROVEMENTS OR THE USE OF ANY INDIVIDUAL PROPERTY SHALL AT ANY TIME CONSTITUTE
LEGAL NON-CONFORMING STRUCTURES OR USES;
(II)
BUSINESS INTERRUPTION/LOSS OF RENTS
INSURANCE (A) WITH LOSS PAYABLE TO LENDER, MEZZANINE A LENDER AND/OR MORTGAGE
LENDER, AS THEIR INTERESTS MAY APPEAR; (B) COVERING ALL RISKS REQUIRED TO BE
COVERED BY THE INSURANCE PROVIDED FOR IN SECTION 6.1(A)(I) ABOVE; (C) IN AN
AMOUNT EQUAL TO THE GREATER OF (1) THE ESTIMATED GROSS INCOME FROM THE OPERATION
OF EACH INDIVIDUAL PROPERTY, OR (2) THE PROJECTED OPERATING EXPENSES (INCLUDING
DEBT SERVICE, MEZZANINE A DEBT SERVICE AND MORTGAGE LOAN DEBT SERVICE) FOR THE
MAINTENANCE AND OPERATION OF EACH
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INDIVIDUAL PROPERTY, IN EACH CASE FOR THE PERIOD OF RESTORATION ON AN ACTUAL
LOSS SUSTAINED BASIS FOR LIMIT PURCHASED NOT LESS THAN THE SUCCEEDING 18 MONTH
PERIOD; THE AMOUNT OF SUCH INSURANCE SHALL BE INCREASED FROM TIME TO TIME, AT
LENDER'S REQUEST BUT IN NO EVENT MORE FREQUENTLY THAN ONCE EVERY CALENDAR YEAR,
AS AND WHEN THE RENTS INCREASE OR THE ESTIMATE OF (OR THE ACTUAL) GROSS INCOME
INCREASES; AND (D) CONTAINING AN EXTENDED PERIOD OF INDEMNITY ENDORSEMENT WHICH
PROVIDES THAT AFTER THE PHYSICAL LOSS TO THE IMPROVEMENTS AND THE PERSONAL
PROPERTY HAS BEEN REPAIRED, THE CONTINUED LOSS OF