IN THE
EVENT THE LOAN IS INTENDED TO BE INCLUDED IN A SECURITIZATION IN WHICH BORROWER
ALONE OR BORROWER AND ONE OR MORE OF ITS AFFILIATES COLLECTIVELY, OR THE
PROPERTY ALONE OR THE PROPERTY AND OTHER PROPERTIES COLLECTIVELY, WILL BE A
"SIGNIFICANT OBLIGOR" (AS DEFINED IN REGULATION AB) AND, IN SUCH EVENT, LENDER
SHALL CREDIT BORROWER $20,000 FOR EXPENSES (OTHER THAN LEGAL FEES AND
DISBURSEMENTS OF BORROWER'S COUNSEL) INCURRED BY BORROWER IN CONNECTION WITH ITS
COMPLIANCE WITH REGULATION AB PRIOR TO THE CUT-OFF DATE FOR SUCH SECURITIZATION.
7.
INSURANCE; CASUALTY; AND CONDEMNATION
7.1
INSURANCE.
7.1.1
COVERAGE.
BORROWER, AT ITS SOLE COST, FOR THE MUTUAL
BENEFIT OF BORROWER AND LENDER, SHALL OBTAIN AND MAINTAIN DURING THE TERM THE
FOLLOWING POLICIES OF INSURANCE:
(A)
PROPERTY INSURANCE INSURING AGAINST LOSS OR
DAMAGE CUSTOMARILY INCLUDED UNDER SO CALLED "ALL RISK" OR "SPECIAL FORM"
POLICIES INCLUDING FIRE, LIGHTNING, VANDALISM, AND
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MALICIOUS MISCHIEF, BOILER AND MACHINERY AND, IF REQUIRED BY LENDER IN
ACCORDANCE WITH SUBSECTIONS (B) OR (I) BELOW, FLOOD AND/OR EARTHQUAKE COVERAGE,
AND SUBJECT TO SUBSECTION (J) BELOW, COVERAGE FOR DAMAGE OR DESTRUCTION CAUSED
BY THE ACTS OF "TERRORISTS" (OR SUCH POLICIES SHALL HAVE NO EXCLUSION FROM
COVERAGE WITH RESPECT THERETO) AND SUCH OTHER INSURABLE HAZARDS AS, UNDER GOOD
INSURANCE PRACTICES, FROM TIME TO TIME ARE INSURED AGAINST FOR OTHER PROPERTY
AND BUILDINGS SIMILAR TO THE PREMISES IN NATURE, USE, LOCATION, HEIGHT, AND TYPE
OF CONSTRUCTION.
SUCH INSURANCE POLICY SHALL ALSO INSURE COSTS OF DEMOLITION
AND INCREASED COST OF CONSTRUCTION (WHICH INSURANCE FOR DEMOLITION AND INCREASED
COST OF CONSTRUCTION MAY CONTAIN A SUB-LIMIT SATISFACTORY TO LENDER).
EACH SUCH
INSURANCE POLICY SHALL (I) BE IN AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%)
OF THE THEN REPLACEMENT COST OF THE IMPROVEMENTS WITHOUT DEDUCTION FOR PHYSICAL
DEPRECIATION AND IN ANY EVENT IN SUCH AMOUNT AS IS NECESSARY SO THAT THE INSURER
WOULD NOT DEEM BORROWER A CO-INSURER UNDER SUCH POLICIES, (II) HAVE DEDUCTIBLES
NO GREATER THAN THE LESSER OF $25,000 OR FIVE PERCENT (5%) OF THE NET OPERATING
INCOME PER OCCURRENCE, (III) BE PAID ANNUALLY IN ADVANCE AND (IV) CONTAIN AN
AGREED AMOUNT REPLACEMENT COST ENDORSEMENT WITH A WAIVER OF DEPRECIATION, AND
SHALL COVER, WITHOUT LIMITATION, ALL TENANT IMPROVEMENTS AND BETTERMENTS THAT
BORROWER IS REQUIRED TO INSURE ON A REPLACEMENT COST BASIS.
LENDER SHALL BE
NAMED LOSS PAYEE ON A STANDARD MORTGAGEE ENDORSEMENT.
(B)
FLOOD INSURANCE IF ANY PART OF THE
IMPROVEMENTS OR (WHETHER OR NOT CONSTITUTING IMPROVEMENTS) THE PAVED PARKING
AREA OR PARKING GARAGE INCLUDED IN THE PROPERTY IS NOW OR HEREAFTER LOCATED IN
AN AREA NOW OR HEREAFTER DESIGNATED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY
AS A ZONE "A" & "V" SPECIAL HAZARD AREA, OR SUCH OTHER SPECIAL HAZARD AREA IF
LENDER SO REQUIRES IN ITS SOLE DISCRETION.
SUCH POLICY SHALL (I) BE IN AN
AMOUNT EQUAL TO (A) ONE HUNDRED PERCENT (100%) OF THE FULL REPLACEMENT COST OF
THE IMPROVEMENTS ON THE PROPERTY (WITHOUT ANY DEDUCTION FOR DEPRECIATION) OR (B)
SUCH OTHER AMOUNT AS IS AGREED BY LENDER AND (II) HAVE A