in any Person and its Affiliates owning in excess
of forty-nine percent (49%) of the ownership interests in a Restricted Party,
Borrower shall, prior to such transfer, and in addition to any other requirement
for Lender consent contained herein, deliver a revised substantive
non-consolidation opinion to Lender reflecting such Prohibited Transfer, which
opinion shall be in form, scope and substance acceptable in all respects to
Lender and the Rating Agencies.
Section 7.5.
ASSUMPTION
Borrower and Lender acknowledge and agree that no transfer of all of the
Collateral or of all the Properties to, and the related assumption of the Loan
or Mortgage Loan, respectively, by, any Person shall be permitted under this
Agreement.
ARTICLE 8
INSURANCE; CASUALTY; CONDEMNATION; RESTORATION
Section 8.1.
INSURANCE
(A)
BORROWER SHALL CAUSE MORTGAGE BORROWER TO OBTAIN AND MAINTAIN, AT
ALL TIMES INSURANCE FOR MORTGAGE BORROWER AND FOR EACH PROPERTY REQUIRED BY THE
MORTGAGE LENDER, AND IF FOR ANY REASON NOT BEING PROVIDED, BORROWER SHALL CAUSE
MORTGAGE BORROWER TO PROVIDE AT LEAST THE FOLLOWING COVERAGES FOR EACH PROPERTY:
(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 SATISFACTORY TO LENDER IN THE EVENT SUCH PROPERTY
IS LOCATED IN AN AREA WITH A HIGH DEGREE OF SEISMIC RISK, PROVIDED THAT THE
INSURANCE PURSUANT TO CLAUSES (Y) AND (Z) HEREOF SHALL BE ON TERMS CONSISTENT
WITH THE COMPREHENSIVE ALL RISK INSURANCE POLICY REQUIRED UNDER THIS SUBSECTION
(I);
(II)
COMMERCIAL GENERAL LIABILITY INSURANCE AGAINST CLAIMS FOR
PERSONAL INJURY, BODILY INJURY, DEATH OR PROPERTY DAMAGE OCCURRING UPON, IN OR
ABOUT SUCH
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PROPERTY, INCLUDING "DRAM SHOP" OR OTHER LIQUOR LIABILITY COVERAGE IF ALCOHOLIC
BEVERAGES ARE SOLD FROM OR MAY BE CONSUMED AT SUCH PROPERTY, WITH SUCH INSURANCE
(A) TO