Agenda - 11-16-1993 - VIII-A (2)

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of such certificate, and the Corporation agrees that it will follow any recommendations of the independent insurance consultant, except to the extent that its Board of Directors determines that such recommendations are not feasible, the reasons for such determination to be set forth in an Officer's Certificate delivered to the Trustee which states the Corporation's concurrence with such decision. Each insurance policy provided for in this Section shall contain a provision to the . effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of the Trustee, without first giving written notice thereof to the Trustee at least 30 days in advance of such cancellation or modification. All insurance policies issued pursuant to this Section shall be deposited with the Trustee. All such insurance shall be evidenced by valid and enforceable policies in form and substance approved by the independent insurance consultant and acceptable to the Trustee and shall be made payable to the Trustee by means of a standard on-contributory mortgagee clause in favor of and in form acceptable to the Trustee and approved by the independent insurance consultant, and in the case of liability coverage, shall name the Trustee as additional insured. All renewal or replacement policies shall be delivered to the Trustee not less than 30 days before the expiration date of the policy to be renewed or replaced, accompanied, if requested by the Trustee, by evidence satisfactory to the Trustee that all premiums payable with respect to such policies have been paid in full by the Corporation. The agent and insurer through or by which the insurance required hereunder shall be authorized to write such insurance in the State, have a licensed resident agent in the State and have, at all times a general policyholder's rating of A or A+ in Best's latest rating guide. Such insurance shall not be "blanketed" with any insurance carried on property other than the Project and any Improvements without the consent of the Trustee. The Trustee shall have the right and is hereby constituted and appointed the true and lawful attorney in fact, irrevocable and coupled with an interest, of the Corporation, in the name and stead of the Corporation, but in the uncontrolled discretion of said attorney, (A) to demand, adjust, sue for, compromise and collect any amounts due under such insurance policies in the event of loss, and (B) to give releases for any and all amounts received in settlement of losses under such policies; provided, however, that unless and until an Event of Default hereunder shall have occurred and be continuing, the Corporation reserves to itself the right to take any such action, without the consent or participation of the Trustee therein, to the extent the same involves a casualty or other loss having a value of$100,000 or less. If the Trustee in any manner acquires title to the Project and any Improvements, it shall then become the sole and absolute owner of all insurance policies held by or required hereunder to be delivered to the Trustee, with the sole right to collect and retain all unearned premiums and dividends thereon, and the Corporation shall only be entitled to a credit in the amount of the short rate cancellation refund. In the event of foreclosure of the Deed of Trust and the transfer of title to the Project and any Improvements to a third-party purchaser, all right, title and interest of the Corporation in and to such insurance policies or to any refund or return of premiums or dividends with respect thereto shall pass to the Trustee, and the Trustee shall have the tight, being hereby irrevocably constituted and appointed the true and lawful attorney in fact irrevocable of the Corporation (coupled with an interest and with full power of substitution and revocation), to surrender up the policies of insurance covering the Project and any Improvements and to collect any amounts due thereunder or, at its option, to transfer its right, title and interest in and to said policies and the proceeds thereof to any purchaser of the Project and any Improvements, without obligation to account therefor to any person claiming title to the Project and any 29