Common use of Form and Quality Clause in Contracts

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All casualty and business interruption or rental income insurance policies provided hereunder shall name Lender under a standard "non-contributory mortgagee" endorsement or its equivalent, which shall be endorsed acceptable to Lender, and liability insurance shall be evidenced by certificates of insurance issued to Lender and naming Lender as additional insured. All property insurance shall provide for loss payable to Lender as provided in form and substance this Agreement, shall be provided by insurance companies which have a Best's rating of at least "A-IX" or otherwise shall be acceptable to Lender to name Lender as in its reasonable discretion. Every policy of insurance shall contain an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued agreement by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide insurer that it will not cancel such policy may not be canceled or materially changed except upon after thirty (30) days’ days prior written notice to Lender, if obtainable (but in no event less than ten (10) days) and that any loss payable thereunder shall be payable notwithstanding any act or negligence of intention Lender and Borrower which might, absent such agreement, result in a forfeiture of non-renewalall or a part of such insurance payment and notwithstanding (a) occupancy or use of the Property for purposes more hazardous than permitted by the terms of such policy, cancellation (b) any foreclosure or material other action or proceeding taken by Lender pursuant to the Deed of Trust encumbering the Property or (c) any change in title to or ownership of the Property. All deductible amounts under the insurance policies required to be carried pursuant to this Section 3.1 shall be subject to Lender's reasonable approval. At Lender's request, Borrower shall deliver to Lender and that no act copies of, or thing done (at Borrower's option) certificates of insurance for, all such policies of insurance. If any insurance required to be provided hereunder shall expire, be withdrawn, become void by breach of any condition thereof by Borrower with respect to any Property, or become void or questionable by reason of the failure or impairment of the capital of any insurer, Borrower immediately shall invalidate any policy as against Lender. Blanket policies obtain new or additional insurance which shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right conform to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewithrequirements hereof. Borrower shall assign not take out any separate or additional insurance which is contributing in the policies or proofs event of loss unless it is properly endorsed and otherwise satisfactory to Lender in all respects. Lender shall have the right to conduct a periodic audit of Borrower's procedures in respect of insurance to Lender, in such manner matters and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to cooperate with Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein providedtherein.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IXA IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if (i) Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiespolicies and (ii) the policy contains a sublimit equal to the replacement cost of the Project in an amount approved by Lender which is expressly allocated for the Project, and any such policy shall in all other respects comply with the requirements of this Section. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, insured thereunder (on all liability policies) and loss payee or and mortgagee thereunderthereunder (on all property policies), as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for, shall be issued by appropriately licensed insurance companies acceptable to Lender with a rating of "A-:IX" or better as established by A.M. Best's Rating Guide, shall not be subject to reduction for depreciation or co-insurance, and shall otherwise be in such form, and shall contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed dates, as are acceptable to do business in the State, with a general company and financial size rating of “A-:IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings GroupLender. Each policy shall provide that no act of or omission by Borrower shall invalidate such policy as against Lender, and shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender Lender, or upon ten (10) days' prior written notice if such non-renewal or cancellation arises from a failure to pay the insurance premium. Any flood insurance policy shall be issued in accordance with the requirements and that no act or thing done by Borrower shall invalidate any policy as against Lenderthen current guidelines of the Federal Insurance and Mitigation Administration. Blanket policies shall not be permitted only if unless the terms and conditions of the coverage afforded thereunder are acceptable to Lender. Lender receives appropriate endorsements and/or duplicate policies containing Lender’s shall have the right to continue coverage on a pro rata pass-through basis periodically evaluate the continuing acceptability of any previously approved blanket policies and that coverage will not be affected to require replacement insurance if any blanket policies are no longer acceptable as determined by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advanceits sole discretion. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 4.1, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and for, shall be in such form and issued by such appropriately licensed insurance companies licensed acceptable to do business in the State, Lender with a general company and financial size rating of “A-:IX” or better as established by A.M. Best’s Rating Guide Guide, and “AA” shall be in such form, and shall contain such provisions, deductibles (with no increased deductible for acts of domestic and foreign terrorism or better by Standard & Poor’s Ratings Groupany similar acts no matter how labeled) and expiration dates, as are acceptable to Lender. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower or any Subsidiary shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis basis. Without limiting the foregoing, Lender shall have the right to conduct an annual review of Borrower’s insurance coverage, which is provided pursuant to a blanket policy covering the Projects and that coverage will not be affected by any loss on other properties covered owned by the policiesaffiliates of Extra Space Storage LLC, a Delaware limited liability company. Borrower authorizes agrees that Lender shall have the right to pay reasonably increase the premiums for amount of coverage required to be maintained under such policies blanket policy based on additional properties added to such blanket policy subsequent to the Closing Date (or subsequent to the “Insurance Premiums”) from the Tax and Insurance Escrow Fund most recent annual review, as the same become due and payable annually in advancecase may be), as determined by Lender’s insurance consultants as part of such annual review. If Borrower or any Subsidiary fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 3.1, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender Xxxxxx as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. With respect to all insurance under Section 3.1(a), no Person other than Lender shall be named as loss payee. All premiums for such insurance policies and endorsements shall be fully paid for (and evidence of such payment shall be delivered to Lender) not later than thirty (30) calendar days prior to the next ensuing policy year. All such policies and endorsements shall contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed or authorized to do business in the State, with a general company and financial size rating of “A-:IXA:X” or better as established by Best’s Rating Guide and “AA” (or better a lesser or equivalent rating approved in writing by Standard & Poor’s Ratings GroupLender). If any insurance company issuing such insurance shall no longer have such required rating, Borrower shall, within ten (10) Business Days after notice from Lender, cause a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating (upon issuance of such replacement insurance policy(ies), Lender will simultaneously release the insurance policy(ies) being replaced). If any insurance company issuing such insurance shall enter into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, or is otherwise declared insolvent or required to run off its insurance coverages, Borrower shall, within five (5) Business Days, deliver to Lender a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating. Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demandpromptly when available, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder; provided, however, Xxxxxx shall not be deemed by reason of the custody of such insurance policies to have knowledge of the contents thereof. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided. Borrower may effect such coverage under its blanket insurance policies, provided that (i) any such policy of blanket insurance either shall specify therein, or Borrower shall furnish Lender with written statement from the insurer under such policy so specifying, (x) the maximum amount of the total insurance afforded by the blanket policy allocated to the Project and (y) any sublimits in such blanket policy applicable to the Project, which amounts shall not be less than the amount required pursuant to this Section 3.1; (ii) any policy of blanket insurance hereunder shall comply in all respects with the other provisions of this Section 3.1(c); and (iii) the protection afforded Borrower under any policy of blanket insurance hereunder shall be no less than that which would have been afforded under a separate policy or policies relating only to the Project. Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 3.1 unless Xxxxxx is included thereon as a named insured with loss payable to Lender under a standard mortgage endorsement of the character and to the extent above described. Borrower shall promptly notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the policy or policies of such insurance. Each insurance policy shall contain a provision whereby the insurer: (1) waives any right to claim any premiums and commissions against Lender, provided that the policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured, and (2) provides that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums. In the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (X) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (Y) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (Z) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of this Agreement or any of the other Loan Documents.

Form and Quality. All insurance policies shall be endorsed in form and substance reasonably acceptable to Lender Administrative Agent to name Lender Administrative Agent (on behalf of itself and the Lenders) as an additional insured, loss payee or mortgagee thereunderinsured thereunder (on all liability policies),, as its interest may appear, with loss payable to LenderAdministrative Agent (on behalf of the Lenders), without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and or paid on installments acceptable to Administrative Agent, shall be in such form and issued by such appropriately licensed insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IXA‑IX” or better as established by A.M. Best’s Rating Guide Guide, shall not be subject to reduction for depreciation or co‑insurance, and “AA” or better by Standard & Poor’s Ratings Groupshall otherwise be in such form, and shall contain such provisions and expiration dates, as are reasonably acceptable to Administrative Agent. Each policy shall provide that no act of or omission by a Borrower shall invalidate such policy as against Administrative Agent or the Lenders, and shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewalnon‑renewal, cancellation or material change to Lender Administrative Agent, or upon ten (10) days’ prior written notice if such non-renewal or cancellation arises from a failure to pay the insurance premium. Any flood insurance policy shall be issued in accordance with the requirements and that no act or thing done then current guidelines of the Federal Insurance & Mitigation Administration (and shall include National Flood Insurance Program coverage as required by Borrower shall invalidate any policy as against LenderAdministrative Agent from time to time). Blanket policies shall not be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s unless the terms and conditions of the coverage afforded thereunder are reasonably acceptable to Administrative Agent. Administrative Agent shall have the right to continue coverage on a pro rata pass-through basis periodically evaluate the continuing acceptability of any previously approved blanket policies and that coverage will not be affected to require replacement insurance if any blanket policies are no longer acceptable as determined by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually Administrative Agent in advanceits sole discretion. If Borrower fails Borrowers fail to deposit funds into the Tax and Insurance Escrow Fund sufficient maintain insurance (or fail to permit Lender cause a tenant to pay the premiums when duemaintain such insurance as set forth in Section 4.1(1)) in compliance with this Section 4.1, Lender may Administrative Agent may, in its sole discretion, obtain such insurance and pay the premium therefor and Borrower Borrowers shall, on demand, reimburse Lender Administrative Agent for all expenses incurred in connection therewith. This insurance may, but need not, also protect a Borrower’s interest. If there is a loss or liability, the coverage Administrative Agent purchases may not pay any claim a Borrower shall assign makes or any claim made against a Borrower. Administrative Agent will cancel this coverage at such time as Borrowers provide Administrative Agent with evidence satisfactory to Administrative Agent that Borrowers have obtained the policies required policy or proofs of insurance to Lender, in such manner and form polices that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by satisfy the insurance company or authorized agent as being true copies, together with the endorsements required hereunderrequirements of this Section 4.1. The proceeds effective date of coverage may be the date Borrowers’ prior coverage lapsed or the date Borrowers failed to provide proof of coverage. The coverage Administrative Agent purchases may be more expensive than insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein providedBorrowers can obtain on their own.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender Administrative Agent to name Lender Administrative Agent (on behalf of the Lenders) as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to LenderAdministrative Agent, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the Statestates where the Projects are located, with a general company and financial size rating of “A-:IXA-IX” or better as established by Best’s Rating Guide and “AA” (or better an equivalent rating approved in writing by Standard & Poor’s Ratings GroupAdministrative Agent). Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender Administrative Agent and that no act or thing done by any Borrower shall invalidate any policy as against LenderAdministrative Agent. Blanket policies shall be permitted only if Lender Administrative Agent receives appropriate endorsements and/or duplicate policies containing LenderAdministrative Agent’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender Borrowers authorize Administrative Agent to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If any Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender Administrative Agent to pay the premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and such Borrower shall, on demand, reimburse Lender Administrative Agent for all expenses incurred in connection therewith. Borrower Borrowers shall assign the policies or proofs of insurance to LenderAdministrative Agent (on behalf of the Lenders), in such manner and form that Lender Administrative Agent and its successors and assigns shall at all times have and hold the same as security for the payment of the LoanLoans. Borrower Borrowers shall deliver copies of all original policies certified to Lender Administrative Agent by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender Administrative Agent shall not be deemed trust funds, and Lender Administrative Agent shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies covering any of the ---------------- Projects shall be endorsed in form and substance reasonably acceptable to Lender the Administrative Agent to name Lender the Administrative Agent (on behalf of the Lenders) as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lenderthe Administrative Agent, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the relevant State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “AA” (or better an equivalent rating reasonably approved in writing by Standard & Poor’s Ratings Groupthe Administrative Agent). Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender the Administrative Agent and that no act or thing done by Borrower or any of its Subsidiaries shall invalidate any policy as against the Administrative Agent or any Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower or any of its Subsidiaries fails to deposit funds into maintain insurance in compliance with this Section 3.1, the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender Administrative ----------- Agent may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender the Administrative Agent for all reasonable expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance covering any of the Projects to Lenderthe Administrative Agent (on behalf of the Lenders), in such manner and form that Lender the Administrative Agent and its successors and assigns shall at all times have and hold the same as security for the payment of the LoanLoans. Borrower shall deliver copies of all original policies certified to Lender the Administrative Agent by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender the Administrative Agent shall not be deemed trust funds, and Lender the Administrative Agent shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. With respect to all insurance under Section 3.1(a), no Person other than Lender shall be named as loss payee. All premiums for such insurance policies and endorsements shall be fully paid for (and evidence of such payment shall be delivered to Lender) not later than thirty (30) calendar days prior to the next ensuing policy year. All such policies and endorsements shall contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed or authorized to do business in the State, with a general company and financial size rating of “A-:IXA:X” or better as established by Best’s Rating Guide and “AA” (or better a lesser or equivalent rating approved in writing by Standard & Poor’s Ratings GroupLender). If any insurance company issuing such insurance shall no longer have such required rating, Borrower shall, within ten (10) Business Days after notice from Lender, cause a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating (upon issuance of such replacement insurance policy(ies), Lender will simultaneously release the insurance policy(ies) being replaced). If any insurance company issuing such insurance shall enter into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, or is otherwise declared insolvent or required to run off its insurance coverages, Borrower shall, within five (5) Business Days, deliver to Lender a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating. Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demandpromptly when available, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder; provided, however, Lender shall not be deemed by reason of the custody of such insurance policies to have knowledge of the contents thereof. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided. Borrower may effect such coverage under its blanket insurance policies, provided that (i) any such policy of blanket insurance either shall specify therein, or Borrower shall furnish Lender with written statement from the insurer under such policy so specifying, (x) the maximum amount of the total insurance afforded by the blanket policy allocated to the Project and (y) any sublimits in such blanket policy applicable to the Project, which amounts shall not be less than the amount required pursuant to this Section 3.1; (ii) any policy of blanket insurance hereunder shall comply in all respects with the other provisions of this Section 3.1(c); and (iii) the protection afforded Borrower under any policy of blanket insurance hereunder shall be no less than that which would have been afforded under a separate policy or policies relating only to the Project. Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 3.1 unless Lender is included thereon as a named insured with loss payable to Lender under a standard mortgage endorsement of the character and to the extent above described. Borrower shall promptly notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the policy or policies of such insurance. Each insurance policy shall contain a provision whereby the insurer: (1) waives any right to claim any premiums and commissions against Lender, provided that the policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured, and (2) provides that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums. In the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (X) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (Y) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (Z) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of this Agreement or any of the other Loan Documents.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender the Administrative Agent to name Lender the Administrative Agent (on behalf of the Lenders) as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lenderthe Administrative Agent, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and for, shall be in such form and issued by such appropriately licensed insurance companies licensed acceptable to do business in the State, Administrative Agent with a general company and financial size rating of “A-:IXA-VII” or better as established by A.M. Best’s Rating Guide Guide, and shall be in such form, and shall contain such provisions, deductibles (with no increased deductible for acts of terrorism or other specified action/inaction) and expiration dates, as are acceptable to the Administrative Agent. Notwithstanding anything to the contrary contained herein, the insurance carried by Borrower as of the Closing Date is hereby accepted by Administrative Agent as satisfying the requirements of this Section 3.1, absent any changes in circumstances; provided, however, that Borrower shall not reduce any existing insurance coverages (i) with respect to earthquake insurance and terrorism coverage to less than such amounts and such coverages and deductibles as are then being maintained with respect to institutionally-owned “AAClass A” office buildings in the market where the Projects are located, or better by Standard & Poor’s Ratings Group(ii) to include insurance carriers rated lower than A(Minus)/VII (7), or (iii) to have rental loss insurance for a period shorter than one year. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender the Administrative Agent and that no act or thing done by Borrower shall invalidate any policy as against the Administrative Agent or any Lender. Blanket policies shall be permitted only if Lender the Administrative Agent receives appropriate endorsements and/or duplicate policies containing Lenderthe Administrative Agent’s right to continue (for the benefit of the Lenders) coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into maintain insurance in compliance with this Section 3.1, the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender the Administrative Agent for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. The Borrower shall use its best efforts to cause the Association, at the Association's sole cost and expense, to maintain the policies of insurance described on this Article 3 as in effect on the date hereof or otherwise in form and amounts and with insurers reasonably acceptable to Lender and Borrower; provided that in the event the Association fails to maintain any insurance required under this Article 3 then Borrower, so long as Borrower controls the Association, shall be required to obtain and maintain such insurance. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and for, shall be in such form and issued by such appropriately licensed insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-:VIII" or better as established by A.M. Best’s 's Rating Guide Guide, and “AA” shall be in such form, and shall contain such provisions, deductibles (with no increased deductible for acts of terrorism or better by Standard & Poor’s Ratings Groupother specified action/inaction) and expiration dates, as are acceptable to Lender and Borrower. Notwithstanding the foregoing, if market conditions in the insurance industry limit the Borrower's ability to obtain the insurance required under this Section 3.1 on commercially reasonable terms, Lender and Borrower shall in good faith cooperate to select insurers and coverages reasonably acceptable to Lender and Borrower. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30i) providing ten (10) days’ ' prior written notice notice, with respect to casualty insurance coverage, and (ii) endeavoring to provide ten (10) days' prior written notice, with respect to liability insurance coverage, of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender; provided, however, that Borrower agrees to use commercially reasonable efforts to require the insurer to provide thirty (30) days prior written notice of cancellation. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and provided that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 3.1, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be obtained under valid and enforceable policies and shall be subject to the approval of Administrative Agent as to form and substance, including insurance companies, amounts, deductibles, loss payees and insureds. Such policies shall be endorsed in form and substance reasonably acceptable to Lender Administrative Agent to name Lender Administrative Agent (on behalf of the Lenders) thereunder as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, on liability insurance policies and as mortgagee/lender’s loss payable, as its interest may appear, on all property insurance policies, including but not limited to special form/all-risk, business interruption, boiler and machinery, terrorism, windstorm, flood and earthquake insurance, with all loss payable to LenderAdministrative Agent, without contribution, under a standard New York (or local equivalent) non-contributory mortgagee clause. Administrative Agent shall act on behalf of the Lenders in respect of insurance matters. The proceeds of insurance paid on account of any damage or destruction to any Project shall be paid to Administrative Agent, on behalf of the Lenders, to be applied as provided in Section 3.2. In the event any Borrower or Operating Tenant receives any insurance proceeds (without the same having been disbursed to Administrative Agent), Borrowers will or, if received by Operating Tenants, Operating Tenants will, immediately return such proceeds to Administrative Agent for application in accordance with the provisions of Section 3.2. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form reasonably acceptable to Administrative Agent and issued by such insurance companies licensed authorized to do business in the Statestate in which the applicable Project is located, with a general company and financial size rating of “A-:IXA-X” or better as established by Best’s Rating Guide and or “AAA-” or better by Standard & Poor’s Ratings Group. Each property insurance policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of (except ten (10) days’ prior notice for non-renewal, renewal or cancellation or material change due to Lender non-payment of premium) to Administrative Agent and that no act or thing done by Borrower negligence of Borrowers, or any other insured under the policy, or failure to comply with the provisions of any Policy which might otherwise result in a forfeiture of the insurance or any part thereof, or commencement of foreclosure or similar action, shall invalidate in any way affect the validity or enforceability of the insurance insofar as Lender is concerned. If available using commercially reasonable efforts, each liability insurance policy as against Lendershall provide that such policy may not be canceled except upon thirty (30) days’ prior written notice (except ten (10) days’ prior notice for non-renewal or cancellation due to non-payment of premium) to Administrative Agent (provided that, if the insurer will not or cannot provide the required notice, Borrowers shall be obligated to provide such notice). Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender(i) any such policy shall in all other respects comply with the requirements of this Section and (ii) such policy is approved in advance in writing by Administrative Agent and such policy includes changes to the coverages and requirements set forth herein as may be required by Administrative Agent (including, without limitation, increases to the amount of coverages required herein). Notwithstanding Administrative Agent’s right approval of any blanket policy hereunder, Administrative Agent reserves the right, in its reasonable discretion, to continue coverage on require Borrowers to obtain a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiesseparate policy in compliance with this Section 3.1. Borrower authorizes Lender Borrowers authorize Administrative Agent to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund Impound as the same become due and payable annually in advance. If Borrower fails Borrowers fail to deposit funds into the Tax and Insurance Escrow Fund Impound sufficient to permit Lender Administrative Agent to pay the premiums Insurance Premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower Borrowers shall, on demand, reimburse Lender Administrative Agent for all documented expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender Borrowers shall not be deemed trust funds, maintain any separate or additional insurance which is contributing in the event of loss unless it is properly endorsed and Lender shall be entitled otherwise reasonably satisfactory to apply such proceeds as herein providedAdministrative Agent in all respects.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “"AA” " or better by Standard & Poor’s 's Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if (i) Lender receives appropriate endorsements and/or duplicate policies containing Lender’s 's right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiespolicies and (ii) the policy contains a sublimit equal to the replacement cost of the Project in an amount approved by Lender which is expressly allocated for the Project, and any such policy shall in all other respects comply with the requirements of this Section. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”"INSURANCE PREMIUMS") from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-X" or better as established by Best’s 's Rating Guide and “AA” (or better an equivalent rating approved in writing by Standard & Poor’s Ratings GroupLender). Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket At Lender's request from time to time, Borrower shall furnish to Lender true and correct copies of all policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advanceof insurance required hereunder. If Borrower or Operating Lessee fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 3.1, Lender may obtain such insurance and pay the premium therefor and Borrower and Operating Lessee shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower and Operating Lessee shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower and Operating Lessee shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee mortgage thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “"AA” " or better by Standard & Poor’s 's Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s 's right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes authorized Lender to pay the premiums for such policies (the “Insurance Premiums”"INSURANCE PREMIUMS") from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “"AA” " or better by Standard & Poor’s 's Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty fifteen (3015) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s 's right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”"INSURANCE PREMIUMS") from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IXA-VIII” or better as established by Best’s Rating Guide and “AAA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if (i) Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiespolicies and (ii) the policy contains a sublimit equal to the replacement cost of the Project in an amount reasonably approved by Lender which is expressly allocated for the Project, and any such policy shall in all other respects comply with the requirements of this Section. Borrower authorizes Lender to shall pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable policy annually in advance. If Borrower fails to deposit funds into the Tax advance and Insurance Escrow Fund sufficient to permit shall provide Lender to pay the premiums when due, Lender may obtain evidence of such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewithpayment no later than forty-five (45) days following such payment. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies certificates of all original policies certified to Lender by insurance (Accord 27 form) or similar document conveying the same information, evidencing the insurance company or authorized agent as being true copies, together with the coverages and endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender Xxxxxx as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. With respect to all insurance under Section 3.1(a), no Person other than Lender shall be named as loss payee. All premiums for such insurance policies and endorsements shall be fully paid for (and evidence of such payment shall be delivered to Lender) not later than thirty (30) calendar days prior to the next ensuing policy year. All such policies and endorsements shall contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed or authorized to do business in the State, with a general company and financial size rating of “A-:IXA:X” or better as established by Best’s Rating Guide and “AA” (or better a lesser or equivalent rating approved in writing by Standard & Poor’s Ratings GroupLender). If any insurance company issuing such insurance shall no longer have such required rating, Borrower shall, within ten (10) Business Days after notice from Lender, cause a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating (upon issuance of such replacement insurance policy(ies), Lender will simultaneously release the insurance policy(ies) being replaced). If any insurance company issuing such insurance shall enter into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, or is otherwise declared insolvent or required to run off its insurance coverages, Borrower shall, within five (5) Business Days, deliver to Lender a replacement insurance policy(ies) to be issued by an insurance company licensed to do business in the State which has such required rating. Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demandpromptly when available, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder; provided, however, Xxxxxx shall not be deemed by reason of the custody of such insurance policies to have knowledge of the contents thereof. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided. Borrower may effect such coverage under its blanket insurance policies, provided that (i) any such policy of blanket insurance either shall specify therein, or Borrower shall furnish Lender with written statement from the insurer under such policy so specifying, (x) the maximum amount of the total insurance afforded by the blanket policy allocated to the Project and (y) any sublimits in such blanket policy applicable to the Project, which amounts shall not be less than the amount US_ACTIVE\123288794\V-8 required pursuant to this Section 3.1; (ii) any policy of blanket insurance hereunder shall comply in all respects with the other provisions of this Section 3.1(c); and (iii) the protection afforded Borrower under any policy of blanket insurance hereunder shall be no less than that which would have been afforded under a separate policy or policies relating only to the Project. Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 3.1 unless Xxxxxx is included thereon as a named insured with loss payable to Lender under a standard mortgage endorsement of the character and to the extent above described. Borrower shall promptly notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the policy or policies of such insurance. Each insurance policy shall contain a provision whereby the insurer: (1) waives any right to claim any premiums and commissions against Lender, provided that the policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured, and (2) provides that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums. In the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (X) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (Y) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (Z) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of this Agreement or any of the other Loan Documents.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IXA-IX” or better as established by Best’s Rating Guide and or “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if (i) Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiespolicies and (ii) the policy contains a sublimit equal to the replacement cost of the Project in an amount approved by Lender which is expressly allocated for the Project, and any such policy shall in all other respects comply with the requirements of this Section. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “"AA” " or better by Standard & Poor’s 's Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s 's right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “"Insurance Premiums”Premiums ") from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of certificate evidencing all original policies certified to Lender by the insurance company or authorized agent as being true copiesof insurance, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the StateState of Georgia, with a general company and financial size rating of “A-:IXA-IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives evidence of appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to shall pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. Borrower shall furnish to Lender evidence of payment of all Insurance Premiums as such times as the Insurance Premiums are paid. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder, or deliver original certificates of insurance evidencing such policies and endorsements. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies covering any of the Projects shall be endorsed in form and substance reasonably acceptable to Lender the Administrative Agent to name Lender the Administrative Agent (on behalf of the Lenders) as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lenderthe Administrative Agent, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the relevant State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “AA” (or better an equivalent rating reasonably approved in writing by Standard & Poor’s Ratings Groupthe Administrative Agent). Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender the Administrative Agent and that no act or thing done by Borrower or any of its Subsidiaries shall invalidate any policy as against the Administrative Agent or any Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower or any of its Subsidiaries fails to deposit funds into maintain insurance in compliance with this Section 3.1, the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender the Administrative Agent for all reasonable expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance covering any of the Projects to Lenderthe Administrative Agent (on behalf of the Lenders), in such manner and form that Lender the Administrative Agent and its successors and assigns shall at all times have and hold the same as security for the payment of the LoanLoans. Borrower shall deliver copies of all original policies certified to Lender the Administrative Agent by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender the Administrative Agent shall not be deemed trust funds, and Lender the Administrative Agent shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “"AA” " or better by Standard & Poor’s 's Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s 's right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”"INSURANCE PREMIUMS") from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All property and business interruption or rental income insurance policies provided hereunder shall name Lender under a standard "non-contributory mortgagee" endorsement or its equivalent, which shall be endorsed acceptable to Lender, and liability insurance shall be evidenced by certificates of insurance issued to Lender and naming Lender as additional insured. All property insurance shall provide for loss payable to Lender as provided in form and substance this Agreement, shall be provided by insurance companies which have a Best's rating of at least "A-IX" or otherwise shall be acceptable to Lender to name Lender as in its reasonable discretion. Every policy of insurance shall contain an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued agreement by such insurance companies licensed to do business in the State, with a general company and financial size rating of “A-:IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide insurer that it will not cancel such policy may not be canceled or materially changed except upon after thirty (30) days’ days prior written notice to Lender, if obtainable (but in no event less than ten (10) days) and that any loss payable thereunder shall be payable notwithstanding any act or negligence of intention Lender, Borrower and/or the Gateway Tower Owner which might, absent such agreement, result in a forfeiture of non-renewalall or a part of such insurance payment and notwithstanding (a) occupancy or use of the Borrower Property for purposes more hazardous than permitted by the terms of such policy, cancellation (b) any foreclosure or material other action or proceeding taken by Lender pursuant to the Deed of Trust encumbering the Borrower Property or (c) any change in title to or ownership of the Borrower Property. All deductible amounts under the insurance policies required to be carried pursuant to this Section 3.1 shall be subject to Lender's reasonable approval. At Lender's request, Borrower shall deliver to Lender and that no act copies of, or thing done (at Borrower's option) certificates of insurance for, all such policies of insurance. If any insurance required to be provided hereunder shall expire, be withdrawn, become void by breach of any condition thereof by Borrower or the Gateway Tower Owner with respect to any Borrower Property, or become void or questionable by reason of the failure or impairment of the capital of any insurer, Borrower immediately shall invalidate any policy as against Lender. Blanket policies obtain new or additional insurance which shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right conform to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when due, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewithrequirements hereof. Borrower shall assign not take out any separate or additional insurance which is contributing in the policies or proofs event of loss unless it is properly endorsed and otherwise satisfactory to Lender in all respects. Lender shall have the right to conduct a periodic audit of Borrower's procedures in respect of insurance to Lender, in such manner matters and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to cooperate with Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein providedtherein.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and for, shall be in such form and issued by such appropriately licensed insurance companies licensed acceptable to do business in the State, Lender with a general company and financial size rating of “A-:IX” or better as established by A.M. Best’s Rating Guide Guide, and “AA” shall be in such form, and shall contain such provisions, deductibles (with no increased deductible for acts of domestic and foreign terrorism or better by Standard & Poor’s Ratings Groupother specified action/inaction) and expiration dates, as are acceptable to Lender. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 3.1(c), Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith. Notwithstanding the foregoing, Borrower shall assign and Lender acknowledge that Borrower’s primary insurance carrier on the policies or proofs of commercial general liability insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment Project as of the LoanClosing Date, Seneca Insurance Company, has an A.M. Best Rating (A-:VIII) that does not satisfy the foregoing criteria. Borrower shall deliver copies Lender hereby approves the continuation of all original policies certified to Lender by the insurance company or authorized agent as being true copiesprovided by Seneca Insurance Company from and after the Closing Date through the expiration of the current policy in , together 2012, and Borrower agrees that, upon such expiration, Borrower will obtain commercial general liability insurance for the Project in accordance with the endorsements required hereunderprovisions of this Section 3.1(c), including with respect to the A.M. Best rating of the insurance carrier. The proceeds of insurance policies coming into Nothing in the possession of Lender foregoing provision shall not be deemed trust fundsa waiver of any other provision or requirement under this Section 3.1(c) for any other insurance policy, and Lender shall be entitled to apply such proceeds whether in existence as herein providedof the Closing Date or in the future.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Lender Administrative Agent to name Lender Administrative Agent as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to LenderAdministrative Agent, without contribution, under a standard New York (or local equivalent) mortgagee clauseclause and shall not contain a Protective Safeguard Endorsement. Administrative Agent shall act on behalf of the Lenders in respect of insurance matters. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the Statestate in which the applicable Project is located, with a general company and financial size rating of “A-:IXA IX” or better as established by Best’s Rating Guide and “AA” or better by Standard & Poor’s Ratings Group. Each policy shall provide that such policy may not be canceled or materially changed except upon thirty (30) days’ prior written notice of intention of non-renewal, cancellation or material change to Lender Administrative Agent and that no act or thing done by Borrower Borrowers shall invalidate any policy as against LenderAdministrative Agent. Blanket policies shall be permitted only if Lender (i) Administrative Agent receives appropriate endorsements and/or duplicate policies containing LenderAdministrative Agent’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policiespolicies and (ii) the policy contains a sublimit equal to the replacement cost of the Projects in an amount approved by Administrative Agent which is expressly allocated for each Project, and any such policy shall in all other respects comply with the requirements of this Section. Borrower authorizes Lender Borrowers authorize Administrative Agent to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund Impound as the same become due and payable annually in advance. If Borrower fails Borrowers fail to deposit funds into the Tax and Insurance Escrow Fund Impound sufficient to permit Lender Administrative Agent to pay the premiums Insurance Premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower Borrowers shall, on demand, reimburse Lender Administrative Agent for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Lender, in such manner and form that Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Lender shall not be deemed trust funds, and Lender shall be entitled to apply such proceeds as herein provided.

Form and Quality. All insurance policies shall be endorsed in form and substance acceptable to Senior Lender to and shall name Senior Lender as an additional insured, loss payee or mortgagee thereunder, as its interest may appear, with loss payable to Senior Lender, without contribution, under a standard New York (or local equivalent) mortgagee clause. All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the StateState of New York, with a general company and financial size rating of “A-:IX” "A-IX" or better as established by Best’s 's Rating Guide and “AA” "A" or better as established by Standard & Poor’s 's Ratings GroupServices (or an equivalent rating approved in writing by Senior Lender). Each policy shall provide that such policy may not be canceled cancelled or materially changed except upon thirty (30) days’ ' prior written notice of intention of non-renewal, cancellation or material change to Senior Lender and that no act or thing done by Borrower shall invalidate any policy as against Senior Lender. Blanket policies shall be permitted only if Lender receives appropriate endorsements and/or duplicate policies containing Lender’s right to continue coverage on a pro rata pass-through basis and that coverage will not be affected by any loss on other properties covered by the policies. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Tax and Insurance Escrow Fund as the same become due and payable annually in advance. If Borrower fails to deposit funds into the Tax and Insurance Escrow Fund sufficient to permit Lender to pay the premiums when duemaintain insurance in compliance with this Section 3.1, Senior Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Senior Lender for all expenses incurred in connection therewith. Borrower shall assign the policies or proofs of insurance to Senior Lender, in such manner and form that Senior Lender and its successors and assigns shall at all times have and hold the same as security for the payment of the Loan. Borrower shall deliver copies of all original policies certified to Senior Lender by the insurance company or authorized agent as being true copies, together with the endorsements required hereunder. The proceeds of insurance policies coming into the possession of Senior Lender shall not be deemed trust funds, and Senior Lender shall be entitled to apply such proceeds as herein provided.. (4)