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, 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 contain deductibles not to exceed $25,000 (with no increased deductible for acts of domestic or foreign terrorism or other specified action/inaction), and shall be in such form, and shall contain such provisions 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 not be permitted unless the terms and conditions of the coverage afforded thereunder are acceptable to Lender in its reasonable discretion. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretion. If Borrower fails to maintain 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.

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, shall for and contain such provisions and expiration dates and be in such form and issued by appropriately licensed such insurance companies acceptable licensed to Lender do business in the State, with a rating of "A-:IXA-IX" or better as established by A.M. Best's Rating Guide, shall contain deductibles not to exceed $25,000 Guide (with no increased deductible for acts of domestic or foreign terrorism or other specified action/inactionan equivalent rating approved in writing by the Administrative Agent), and shall be in such form, and shall contain such provisions and expiration dates, as are acceptable to 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 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 Borrower may satisfy its obligations to maintain insurance under this Article 3 through the use of blanket insurance policies so long as Administrative Agent receives appropriate endorsements and/or duplicate policies confirming to Administrative Agent's satisfaction, Administrative Agent's right on behalf of Lenders to continue coverage on a pro rata pass-through basis and that coverage under any such blanket insurance policy shall not be permitted unless limited or affected in any way by any losses or casualties on any other properties. Any blanket insurance policy shall specifically allocate to the terms Project the amount of coverage from time to time required hereunder and conditions shall otherwise provide the same protection as would a separate policy insuring only the Project in compliance with the provisions of Section 3.1(1), including an acknowledgement that the payment of the coverage afforded thereunder are acceptable premium allocated to Lender in its reasonable discretion. Lender the Project shall have continue such policy as to the right to periodically evaluate the continuing acceptability Project notwithstanding any other non-payment of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretionpremiums. If Borrower fails to maintain insurance in compliance with this Section 3.1, Lender the 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 the Administrative Agent (on behalf of the Lenders), in such manner and form that the Administrative Agent and its successors and assigns shall at all times have and hold the same as security for the payment of the Loans. Borrower shall deliver copies of all original policies certified to 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 the Administrative Agent shall not be deemed trust funds, and 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, shall for and contain such provisions and expiration dates and be in such form and issued by appropriately licensed such insurance companies acceptable licensed to Lender do business in the state in which the Property is located, with a rating of "A-:IX" “A:X” or better as established by A.M. Best's ’s Rating Guide, shall contain deductibles not to exceed $25,000 (with no increased deductible for acts of domestic or foreign terrorism or other specified action/inaction), and shall be in such form, and shall contain such provisions 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) 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 (A) 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 permitted unless affected by any loss on other properties covered by the terms policies and conditions (B) the policy contains a sublimit equal to the replacement cost of the coverage afforded thereunder are acceptable to Lender Property in its reasonable discretion. Lender shall have the right to periodically evaluate the continuing acceptability of any previously an amount approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender which is expressly allocated for the Property, and any such policy shall in its sole discretionall other respects comply with the requirements of this Section. Borrower authorizes Lender to pay the premiums for such policies (the “Insurance Premiums”) from the Insurance Impound, if any, as the same become due and payable annually in advance. If Borrower fails to maintain insurance in compliance with this Section 3.1deposit funds into the Insurance Impound, if any, sufficient to permit Lender to pay the Insurance 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.. Hollywood Creative - Loan Agreement

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, shall for and contain such provisions and expiration dates and be in such form and issued by appropriately licensed such insurance companies acceptable licensed to Lender do business in the state in which the applicable Project is located, with a rating of "A-:IX" “AX” or better as established by A.M. Best's ’s Rating Guide, shall contain deductibles not Guide with respect to exceed $25,000 (property and casualty insurance and a rating of “AX” or better as established by Best’s Rating Guide or “A” or better by Standard & Poor’s Ratings Group with no increased deductible for acts of domestic or foreign terrorism or other specified action/inaction), and shall be in such form, and shall contain such provisions and expiration dates, as are acceptable respect to Lenderliability insurance. 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 shall invalidate any policy as against LenderAdministrative Agent. Blanket policies shall be permitted only if (i) Administrative Agent receives appropriate endorsements and/or duplicate policies containing Administrative Agent’s right to continue coverage on a pro rata pass-through basis and that coverage will not be permitted unless affected by any loss on other properties covered by the terms policies and conditions (ii) the policy contains a sublimit equal to the replacement cost of the coverage afforded thereunder are acceptable 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 Administrative Agent to Lender pay the premiums for such policies (the “Insurance Premiums”) from the Insurance Impound as the same become due and payable annually in its reasonable discretion. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretionadvance. If Borrower fails to maintain insurance in compliance with this Section 3.1deposit funds into the Insurance Impound sufficient to permit Administrative Agent to pay the Insurance Premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender Administrative Agent for all expenses incurred in connection therewith.

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 ’s Rating Guide, shall contain deductibles not be subject to exceed $25,000 (with no increased deductible reduction for acts of domestic depreciation or foreign terrorism or other specified action/inaction)co-insurance, and shall otherwise be in such form, and shall contain such provisions and expiration dates, as are acceptable to Lender. 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 Administration. Blanket policies shall not be permitted unless the terms and conditions of the coverage afforded thereunder are acceptable to Lender in its reasonable discretionLender. .. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretion. If Borrower fails to maintain insurance in compliance with this Section 3.14.1, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith.

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-:IXA‑:IX" or better as established by A.M. Best's Rating Guide, shall contain deductibles not be subject to exceed $25,000 (with no increased deductible reduction for acts of domestic depreciation or foreign terrorism or other specified action/inaction)co‑insurance, and shall otherwise be in such form, and shall contain such provisions and expiration dates, as are acceptable to Lender. 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-renewalnon‑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 unless the terms and conditions of the coverage afforded thereunder are acceptable to Lender in its reasonable discretionLender. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretion. If Borrower fails to maintain insurance in compliance with this Section 3.14.1, Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith.

Form and Quality. The Borrower shall cause the respective Timeshare Associations, at their respective sole cost and expense, to maintain the policies of insurance described in this subsection 6.1(c) in form and amounts and with insurers reasonably acceptable to Lender. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee payee, mortgagee or mortgagee certificate holder 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, shall be issued by appropriately licensed insurance companies acceptable to Lender with a rating of "A-:IXA-:VIII" or better as established by A.M. Best's Rating Guide, shall contain deductibles not to exceed $25,000 (with no increased deductible for acts of domestic or foreign terrorism or other specified action/inaction), and shall be in such form, and shall contain such provisions provisions, deductibles (with no increased deductible for acts of terrorism or other specified action/inaction) and expiration dates, as are reasonably acceptable to Lender. Notwithstanding the foregoing, if market conditions in the insurance industry limit the Borrower's ability to obtain the insurance required under this subsection 6.1(c) 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 providing thirty (30) days' prior written notice of intention of non-renewalnotice, 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 provided that coverage will not be permitted unless affected by any loss on other properties covered by the terms and conditions of the coverage afforded thereunder are acceptable to Lender in its reasonable discretion. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretionpolicies. If Borrower fails to maintain insurance in compliance with this Section 3.1subsection 6.1(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.

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, shall for and contain such provisions and expiration dates and be in such form and issued by appropriately licensed such insurance companies acceptable licensed to Lender do business in the state in which the applicable Project is located, with a rating of "A-:IX" “AX” or better as established by A.M. Best's ’s Rating Guide, shall contain deductibles not Guide with respect to exceed $25,000 (property and casualty insurance and a rating of “AX” or better as established by Best’s Rating Guide or “A” or better by Standard & Poor’s Ratings Group with no increased deductible for acts of domestic or foreign terrorism or other specified action/inaction), and shall be in such form, and shall contain such provisions and expiration dates, as are acceptable respect to Lenderliability insurance. 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 shall invalidate any policy as against LenderAdministrative Agent. Blanket policies shall be permitted only if (i) Administrative Agent receives appropriate endorsements and/or duplicate policies containing Administrative Agent’s right to continue coverage on a pro rata pass-through basis and that coverage will not be permitted unless affected by any loss on other properties covered by the terms policies and conditions (ii) the policy contains a sublimit equal to the replacement cost of the coverage afforded thereunder are acceptable 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 Administrative Agent to Lender pay the premiums for such policies (the “Insurance Premiums”) from the Insurance Impound as the same become due and payable annually in its reasonable discretion. Lender shall have the right to periodically evaluate the continuing acceptability of any previously approved blanket policies and to require replacement insurance if any blanket policies are no longer acceptable as determined by Lender in its sole discretionadvance. If Borrower fails to maintain insurance in compliance with this Section 3.1deposit funds into the Insurance Impound sufficient to permit Administrative Agent to pay the Insurance Premiums when due, Lender Administrative Agent may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender Administrative Agent for all expenses incurred in connection therewith.. LOAN AGREEMENT – Page 37[Heritage Wxxxx]