THE CASE OF
NON-PAYMENT OF PREMIUM) TO LENDER, MORTGAGE LENDER AND MEZZANINE A LENDER AND
ANY OTHER PARTY NAMED THEREIN AS AN ADDITIONAL INSURED;
(III)
INTENTIONALLY OMITTED; AND
125
(IV)
NEITHER LENDER, MORTGAGE LENDER OR MEZZANINE A
LENDER SHALL BE LIABLE FOR ANY INSURANCE PREMIUMS THEREON OR SUBJECT TO ANY
ASSESSMENTS THEREUNDER.
(F)
BORROWER SHALL GIVE WRITTEN NOTICE TO
LENDER IF THE POLICY HAS NOT BEEN RENEWED 10 DAYS PRIOR TO THE EXPIRATION. IF AT
ANY TIME LENDER IS NOT IN RECEIPT OF WRITTEN EVIDENCE THAT ALL INSURANCE
REQUIRED HEREUNDER IS IN FULL FORCE AND EFFECT, LENDER SHALL HAVE THE RIGHT,
WITHOUT NOTICE TO BORROWER, BUT SUBJECT TO THE TERMS OF THE MORTGAGE LOAN
DOCUMENTS AND THE RIGHTS OF MEZZANINE A LENDER, TO TAKE SUCH ACTION AS LENDER
DEEMS NECESSARY TO PROTECT ITS INTEREST IN THE PROPERTIES, INCLUDING, WITHOUT
LIMITATION, THE OBTAINING OF SUCH INSURANCE COVERAGE AS LENDER IN ITS SOLE
DISCRETION DEEMS APPROPRIATE AFTER THREE (3) BUSINESS DAYS' NOTICE TO BORROWER
IF PRIOR TO THE DATE UPON WHICH ANY SUCH COVERAGE WILL LAPSE OR AT ANY TIME
LENDER DEEMS NECESSARY (REGARDLESS OF PRIOR NOTICE TO BORROWER) TO AVOID THE
LAPSE OF ANY SUCH COVERAGE. ALL PREMIUMS INCURRED BY LENDER IN CONNECTION WITH
SUCH ACTION OR IN OBTAINING SUCH INSURANCE AND KEEPING IT IN EFFECT SHALL BE
PAID BY BORROWER TO LENDER UPON DEMAND AND, UNTIL PAID, SHALL BE SECURED BY THE
COLLATERAL AND SHALL BEAR INTEREST AT THE DEFAULT RATE. LENDER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO GIVE BORROWER SIMULTANEOUS NOTICE OF ANY
ACTION TAKEN BY LENDER PURSUANT TO THIS SECTION 6.1(F); PROVIDED, HOWEVER, THAT
IF LENDER FAILS TO DELIVER SUCH NOTICE, ITS RIGHTS AND REMEDIES UNDER THIS
AGREEMENT AND THE PLEDGE AGREEMENT SHALL NOT BE IMPAIRED.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH IN SECTION 6.1, THE POLICIES REQUIRED PURSUANT TO SECTIONS 6.1(A)(III),
(V), (VII), AND (IX) MAY BE ISSUED BY A CAPTIVE INSURANCE COMPANY, PROVIDED
THAT, BORROWER SHALL HAVE THE ABILITY TO PROCURE A PORTION OF THE INSURANCE
COVERAGE REQUIRED HEREUNDER (INCLUDING THE SO CALLED CATASTROPHE PERILS) THROUGH
A "CAPTIVE" INSURANCE ARRANGEMENT WITH A PROVIDER THAT IS AFFILIATED WITH TSP,
PROVIDED THAT (I) LENDER AND ANY RELEVANT INVESTORS 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