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2004088'71
<br />other hazards, casualties, liabilities and contingencies as Lender and, if this Instrument is on a leasehold, the ground
<br />lease shall require, including, among other things, flood, tornado or similar environmental damage, and in such
<br />amounts and for such periods as Lender shall require, but in any event not less than an amount which will comply
<br />with any coinsurance clause and not less than the greater of (i) the principal balance of the Note, or (ii) one hundred
<br />percent (100 %) of the actual cash replacement value of the improvements (both fixtures and personalty).
<br />Comprehensive General Liability Insurance shall be in an amount no less than $3,000,000.00 single risk. All
<br />premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or by Borrower
<br />making payment when due directly to the carrier if Lender has waived its escrow requirement, or in such other
<br />manner as Lender may designate in writing.
<br />All insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a
<br />standard mortgagee loss payable clause in favor of and in form acceptable to Lender. Lender shall have the right to
<br />hold the policies, and Borrower shall promptly furnish to Lender all renewal notices and all receipts of paid
<br />premiums. At least (30) thirty days prior to the expiration date of a policy, Borrower shall deliver to Lender a
<br />renewal policy in form satisfactory to Lender. If this Instrument is on a leasehold, Borrower shall furnish Lender a
<br />duplicate of all policies, renewal notices, renewal policies and receipts of paid premiums if, by virtue of the ground
<br />lease, the originals thereof may not be supplied by Borrower to Lender.
<br />During the course of any construction or restoration of the improvements the following coverages shall also
<br />be required: comprehensive public liability insurance in at least the amount required by Lender (including coverage
<br />for elevators and escalators, if any) on an "occurrence basis" against claims for personal injury including, without
<br />limitation, bodily injury, death, or property damage occurring on, in, or about the Property and the adjoining streets,
<br />sidewalks, and passageways, such insurance to afford immediate minimum protection to a limit satisfactory to
<br />Lender with respect to personal injury or death to any one or more persons or damage to property; worker's
<br />compensation insurance (including employer's liability insurance, if requested by Lender) for all employees of
<br />Borrower engaged on or with respect to the Property in such amount as is satisfactory to Lender, or, if such amounts
<br />are established by law, in such amounts; builder's completed value risk insurance against "all risks of physical loss,"
<br />including collapse and transit coverage, during construction of the improvements, in non - reporting form, covering
<br />the total value of work performed and equipment, supplies, and materials furnished; and such other coverages that
<br />Lender may require.
<br />In the event of any loss covered by any insurance policies, Borrower shall give immediate written notice to
<br />the insurance carrier and to Lender. Borrower hereby authorizes and empowers Lender (at Lender's option) as
<br />attorney -in -fact for Borrower to make proof of loss, to adjust and compromise any claim under insurance policies, to
<br />appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds,
<br />and to deduct therefrom Lender's expenses incurred in the collection of such proceeds; provided, however, that
<br />nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. All
<br />insurance proceeds shall be paid by the insurance company to Lender to be held and disbursed in accordance with
<br />this Paragraph 5. Borrower further authorizes Lender, at Lender's option, (a) to hold the balance of such proceeds to
<br />be used to reimburse Borrower for the cost of reconstruction or repair of the Property, or (b) if the proceeds are
<br />insufficient to repair or reconstruct the improvements in the manner required in the next subparagraph, and if
<br />Borrower is unable or unwilling to personally fund the shortfall, to apply the balance of such proceeds to the
<br />payment of the sums secured by this Instrument, whether or not then due, in the order of application set forth in
<br />Paragraph 3 hereof, or (c) if a default exists under this Instrument or any of the Loan Documents, Lender shall be
<br />entitled to retain the proceeds and apply the same in the order as provided in Paragraph 3.
<br />If the insurance proceeds are held by Lender to reimburse Borrower for the cost of restoration and repair of
<br />the Property, the Property shall be restored to the equivalent of its original condition or such other condition as
<br />Lender may approve in writing. Lender may, at Lender's option, condition disbursement of said proceeds on
<br />Lender's approval of such plans and specifications of an architect satisfactory to Lender, contractor's cost estimates,
<br />architect's certificate, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of
<br />costs, percentage completion of construction, application of payments, and satisfaction of liens as Lender may
<br />reasonably require. If the insurance proceeds are applied to the payment of the sums secured by this Instrument, any
<br />such application of proceeds to principal shall not extend or postpone the due dates of the monthly installments
<br />referred to in Paragraphs 1 and 2 hereof, but Lender shall redetermine the amounts of such installments. If the
<br />Property is sold pursuant to the terms of this Instrument or if Lender acquires title to the Property, Lender thereupon
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