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 AND BORROWER. THE INSURANCE POLICIES DELIVERED PURSUANT TO
THE MORTGAGE LOAN DOCUMENTS SHALL INCLUDE ENDORSEMENTS OF THE TYPE DESCRIBED
THEREOF, BUT PURSUANT TO WHICH LENDER SHALL HAVE THE SAME PROTECTIONS AS THE
MORTGAGE LENDER AS REFERRED TO THEREIN.
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(I)
IN THE EVENT THAT THE MORTGAGE LOAN HAS BEEN PAID IN FULL, EXCEPT
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER SHALL
PERMIT MORTGAGE BORROWER TO SETTLE ANY INSURANCE OR CONDEMNATION CLAIMS WITH
RESPECT TO INSURANCE PROCEEDS OR AWARDS WHICH IN THE AGGREGATE ARE LESS THAN OR
EQUAL TO THE THRESHOLD AMOUNT. LENDER SHALL HAVE THE RIGHT TO PARTICIPATE IN AND
REASONABLY APPROVE ANY SETTLEMENT FOR INSURANCE OR CONDEMNATION CLAIMS WITH
RESPECT TO THE INSURANCE PROCEEDS OR AWARDS WHICH IN THE AGGREGATE ARE EQUAL TO
OR GREATER THAN THE THRESHOLD AMOUNT. IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING BUT SUBJECT TO THE RIGHTS OF MORTGAGE LENDER, BORROWER HEREBY
IRREVOCABLY EMPOWERS LENDER, IN THE NAME OF MORTGAGE BORROWER AS ITS TRUE AND
LAWFUL ATTORNEY-IN-FACT, TO FILE AND PROSECUTE SUCH CLAIM AND TO COLLECT AND TO
MAKE RECEIPT FOR ANY SUCH PAYMENT.
Section 6.2
Casualty.
If an Individual Property shall be damaged or destroyed, in whole or in part, by
fire or other casualty (a "Casualty"), Borrower shall cause Mortgage Borrower to
give prompt notice of such damage to Lender and shall, promptly commence and
diligently prosecute the completion of the Restoration of such Individual
Property as nearly as possible to the condition such Individual Property was in
immediately prior to such Casualty, provided applicable zoning laws in effect at
the time permit such rebuilding, with such alterations as may be reasonably
approved by Lender (which approval shall not be unreasonably withheld,
conditioned or delayed) and otherwise in accordance with the Mortgage Loan
Documents.
Section 6.3
Condemnation.