Common use of Hazard and Other Insurance Clause in Contracts

Hazard and Other Insurance. (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, the insurance coverage required by Exhibit J and any other Loan Documents and shall furnish to Administrative Agent promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower and the originals of each insurance policy (or to the extent permitted by Administrative Agent, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the Collateral. No Borrower shall take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative Agent, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents and the provisions of all such required insurance shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor shall deliver to Administrative Agent a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral and not previously delivered to Administrative Agent, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers shall pay all premiums on policies required hereunder as they become due and payable. Borrowers shall at all times comply, in all material respects, with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Collateral. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers will indemnify and hold Administrative Agent and the Lenders harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required insurance if so maintained; (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Borrowers, to the same extent as if it had been made payable to Administrative Agent; and (iii) Administrative Agent has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of Borrowers, which may at Administrative Agent’s election be coverage for Administrative Agent’s interest only, the costs and expenses so expended by Administrative Agent shall be due and payable on demand by Borrowers, as part of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s reasonable opinion set forth in a written notice to any Borrower the such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure of any Deed of Trust or transfer of title to any Collateral in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), appraisal costs, and consultant fees incurred by Administrative Agent in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers on demand, as part of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrowers. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld), to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent in connection with any loss of or damage to any Collateral, all of which shall be paid directly to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 below, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, maintain the insurance coverage required by Exhibit J D and any other Loan Documents and shall furnish to Administrative Agent Bank promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower and the originals of each insurance policy (or to the extent permitted by Administrative Agentand, a certified copy of the original policy and a satisfactory certificate of insurance) insurance with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral Mortgaged Property and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the CollateralMortgaged Property. No Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent Bank is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative AgentBank, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents Bank and all of the provisions of all such required insurance thereof shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent Bank whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent Bank any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor Borrower shall deliver to Administrative Agent Bank a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral Mortgaged Property and not previously delivered to Administrative AgentBank, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers Borrower shall pay all premiums on policies required hereunder as they become due and payablepayable and promptly deliver to Bank evidence satisfactory to Bank of the timely payment thereof. Borrowers Borrower shall at all times comply, in all material respects, comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the CollateralMortgaged Property. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers Borrower will indemnify and hold Administrative Agent and the Lenders Bank harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required insurance if so maintained; , (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, Bank shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for BorrowersBorrower, to the same extent as if it had been made payable to Administrative Agent; Bank, and (iii) Administrative Agent Bank has the right Right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of BorrowersBorrower’s expense, which may at Administrative AgentBank’s election be coverage for Administrative AgentBank’s interest onlyin the Property only (excluding Borrower’s equity in the Property, if any), or such other amount as Bank may determine in Bank’s sole discretion, and the costs and expenses so expended by Administrative Agent Bank shall be due and payable by Borrower on demand by Borrowersdemand, as part of the ObligationsIndebtedness, even if in excess of the Aggregate Commitmentamount set forth in Section 2.1, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s reasonable opinion set forth in a written notice to any Borrower the such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan DocumentsTEXAS FINANCE CODE SECTION 307. (d) Upon any foreclosure of any Deed of Trust or transfer of title to any Collateral in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), appraisal costs, and consultant fees incurred by Administrative Agent in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers on demand, as part of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrowers. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld), to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent in connection with any loss of or damage to any Collateral, all of which shall be paid directly to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 below, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, maintain the insurance coverage required by Exhibit J C and any other Loan Documents and shall furnish to Administrative Agent Bank promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower Borrower, and the originals of each insurance policy (or to the extent permitted by Administrative Agent, a certified copy of the original policy policy, including all endorsements thereto, and a satisfactory certificate of insurance) insurance with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral Property and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the CollateralProperty. No Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent Bank is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative AgentBank, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents Bank and all of the provisions of all such required insurance thereof shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent Bank whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent Bank any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor Borrower shall deliver to Administrative Agent Bank a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid paid, together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral Property and not previously delivered to Administrative AgentBank, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers Borrower shall pay all premiums on policies required hereunder as they become due and payablepayable and promptly deliver to Bank evidence satisfactory to Bank, in Bank’s reasonable discretion, of the timely payment thereof. Borrowers Borrower shall at all times comply, in all material respects, comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the CollateralProperty. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers will Borrower shall indemnify and hold Administrative Agent and the Lenders Bank harmless from and against any damage, loss, liability or liability, claim, cost and expense resulting from all risks that would have been covered by the required insurance if so maintained; , (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, Bank shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for BorrowersBorrower, to the same extent as if it had been made payable to Administrative Agent; Bank, and (iii) Administrative Agent Bank has the right Right (but not the obligation), after thirty (30) days prior notice to the Borrower, to obtain such insurance on commercially reasonable terms at the expense of BorrowersBorrower’s expense, which may may, at Administrative AgentBank’s election election, be coverage for Administrative AgentBank’s interest onlyin the Property only (excluding Borrower’s equity in the Property, if any), or such other amount as Bank may determine in Bank’s sole discretion, and the costs and expenses so expended by Administrative Agent Bank shall be due and payable by Xxxxxxxx on demand by Borrowersdemand, as part of the ObligationsIndebtedness, even if in excess of the Aggregate Commitmentamount set forth in Section 2.1, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s reasonable opinion set forth in a written notice to any Borrower the such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan DocumentsTEXAS FINANCE CODE SECTION 307. (d) Upon any foreclosure of any Deed of Trust or transfer of title to any Collateral in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), appraisal costs, and consultant fees incurred by Administrative Agent in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers on demand, as part of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrowers. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld), to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent in connection with any loss of or damage to any Collateral, all of which shall be paid directly to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 below, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. The Mortgage Property is insured by an insurer that, to Seller's knowledge, is financially sound, against loss by fire, hazards covered by extended coverage insurance and such other hazards as are customary in the area in which the Mortgaged Property is located pursuant to insurance policies conforming to normal industry standards and applicable regulations and, if the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, the flood insurance coverage is required by Exhibit J federal regulation and any other Loan Documents and shall furnish to Administrative Agent promptly upon request such flood insurance has been made available), a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower and the originals of each flood insurance policy (or to the extent permitted by Administrative Agent, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral and other property and assets, provided that each policy otherwise complies with meeting the requirements of the Loan Documents and specifies the amount (if less than all) current guidelines of the total coverage that is allocated to the CollateralFederal Insurance Administration. No Borrower shall take out separate All of such insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent is included thereon under policies contain a standard mortgagee clause (without contribution) reasonably acceptable naming Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to Administrative Agentmaintain the hazard insurance policy at Mortgagor's cost and expense, with loss payable as provided hereinand on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. All insurance Where required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower applicable state law or Administrative Agent apart from this Agreement or the Loan Documents and the provisions of all such required insurance shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policyregulation, the Operating Partnership or Mortgagor has been given an opportunity to choose the applicable Subsidiary Obligor shall deliver to Administrative Agent a binder or certificate carrier of the required hazard insurance. To Seller's knowledge, each insurance policy required hereunder is the valid and binding obligation of the insurer evidencing the renewal or replacement of that policyand is in full force and effect, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral and not previously delivered to Administrative Agent, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers shall pay all premiums on policies required hereunder as they become due and payable. Borrowers shall at all times comply, in all material respects, with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Collateral. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers will indemnify and hold Administrative Agent and the Lenders harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required insurance if so maintained; (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, shall nevertheless be entitled inure to the benefit of all insurance covering Purchaser upon the loss and held by or for Borrowers, to the same extent as if it had been made payable to Administrative Agent; and (iii) Administrative Agent has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of Borrowers, which may at Administrative Agent’s election be coverage for Administrative Agent’s interest only, the costs and expenses so expended by Administrative Agent shall be due and payable on demand by Borrowers, as part consummation of the Obligations, even if in excess of the Aggregate Commitmenttransactions contemplated by this Agreement. Seller has not engaged in, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s reasonable opinion set forth in a written notice to any Borrower the such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure has no knowledge of any Deed Mortgagor's having engaged in, any act or omission that would impair the coverage of Trust or transfer of title to any Collateral in lieu of foreclosuresuch policy, the benefits of the insurance policies referred to in this Section as to endorsement provided for herein, or the validity and binding effect of either the policy or such Collateral and all proceeds payable thereunder in respect endorsement, including, without limitation, the receipt, retention or realization of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure any unlawful fee, commission, kickback or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of unlawful compensation or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment value of any claim may be negotiated kind by the Operating Partnership any attorney, firm or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs other person or entity and expenses (including reasonable attorneys’ fees)no such unlawful items have been received, appraisal costs, and consultant fees incurred retained or realized by Administrative Agent in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers on demand, as part of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to BorrowersSeller. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld), to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent in connection with any loss of or damage to any Collateral, all of which shall be paid directly to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 below, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. (a) Each Borrower The Lessee shall obtain keep, or cause to be kept, the Property insured against loss or damage by fire, flood and maintainother risks in an amount not less than the greater of the amount set forth on Schedule 14.2 and the then current replacement costs of the buildings and improvements on the Property and on terms that are no less favorable than insurance covering other similar properties owned or leased by the Lessee or any of its Affiliates and that are in accordance with prudent business practice. The Lessee may provide such coverage under blanket policies maintained by the Lessee; provided that if the Lessee does not elect to terminate the Lease pursuant to Article XVI hereof following the occurrence of an event covered by any such blanket policy, as the proceeds of any such blanket policy shall be applied first, to any Collateral owned the exclusion of other facilities covered by such Borrowerpolicy other than the Property, to the insurance coverage required by Exhibit J repair, rebuilding and restoration of any other Loan Documents and damage to the Property. During the construction of any Improvements the Lessee shall furnish to Administrative Agent promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent also maintain builders' risk insurance. Each policy of all such insurance maintained by such Borrower and the originals Lessee pursuant to this Section 14.2 shall provide that all insurance proceeds in respect of each insurance policy (any loss or to the extent permitted by Administrative Agent, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the Collateral. No Borrower shall take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative Agent, with loss payable as provided herein. All insurance required by this Agreement occurrence shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents paid to and the provisions of all such required insurance shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor shall deliver to Administrative Agent a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral and not previously delivered to Administrative Agent, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers shall pay all premiums on policies required hereunder as they become due and payable. Borrowers shall at all times comply, in all material respects, with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Collateral. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers will indemnify and hold Administrative Agent and the Lenders harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered adjusted solely by the required insurance if so maintained; Agent (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Borrowers, to the same extent as if it had been made payable to Administrative Agent; and (iii) Administrative Agent has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of Borrowersthe Lessee) during the Construction Period and thereafter, which may at Administrative Agent’s election be coverage for Administrative Agent’s interest only, the costs by (and expenses so expended by Administrative Agent such proceeds shall be due paid to) the Lessee, except from and payable after the date on demand by Borrowerswhich the insurer receives written notice from the Lessor or the Agent that a Lease Event of Default exists (and unless and until such insurer receives written notice from the Lessor or the Agent that all Lease Events of Default have been cured), as part of the Obligations, even if in excess of the Aggregate Commitmentall losses shall be adjusted solely by, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s reasonable opinion set forth in a written notice to any Borrower the such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure of any Deed of Trust or transfer of title to any Collateral in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), appraisal costs, and consultant fees incurred by Administrative Agent in the adjustment and collection of insurance proceeds shall be due paid solely to, the Agent (or the Lessor if the Participation Interests have been fully paid) for application pursuant to Article XV. The costs and payable by Borrowers on demand, as part expenses of the Obligations, even if in excess of the Aggregate Commitment, and secured by the Loan Documents. Administrative Agent shall not be, all insurance required under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrowers. this Section 14.2 (fx) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld), to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent in connection with any loss of or damage to any Collateral, all of which shall be paid directly by the Lessor (and funded by an Advance funded by the Participants and capitalized as provided in Section 3.7(e)(i) of the Participation Agreement), if arising prior to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affectedCompletion Date, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs (y) from and expensesafter the Completion Date, including reasonable attorney’s fees, incurred in connection with shall be at the collection of such proceeds sole cost and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 below, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, expense of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excusedLessee.

Hazard and Other Insurance. (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, maintain the insurance coverage required by Exhibit J EXHIBIT F and any other Loan Documents and shall furnish to Administrative Agent Lender promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower and the originals of each insurance policy (or to the extent permitted by Administrative AgentLender, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral Property and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the CollateralProperty. No Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent Lender is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative AgentLender, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents Lender and that all of the provisions of all such required insurance thereof shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent Lender whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent Lender any policy or certificate of such separate insurance. Such insurance shall be in the form of an all-risk insurance policy meeting the requirements of EXHIBIT F, which policy is satisfactory to Lender. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor Borrower shall deliver to Administrative Agent Lender a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral Property and not previously delivered to Administrative AgentLender, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers Borrower shall pay all premiums on policies required hereunder as they become due and payablepayable and promptly deliver to Lender evidence satisfactory to Lender of the timely payment thereof. Borrowers Borrower shall at all times comply, in all material respects, comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the CollateralProperty. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers Borrower will indemnify and hold Administrative Agent and the Lenders Lender harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required CONSTRUCTION LOAN AGREEMENT PAGE 9 --------------------------- Exhibit 99.1 insurance if so maintained; (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, Lender shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for BorrowersBorrower, to the same extent as if it had been made payable to Administrative AgentLender; and (iii) Administrative Agent Lender has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of BorrowersBorrower's expense, which may at Administrative Agent’s Lender's election be coverage for Administrative Agent’s Lender's interest only, the costs and expenses so expended by Administrative Agent Lender shall be due and payable by Borrower on demand by Borrowersdemand, as a part of the ObligationsObligation, even if in excess of the Aggregate Commitmentamount set forth in SECTION 2.01, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, proceeding or if, in Administrative Agent’s Lender's reasonable opinion set forth in a written notice to any Borrower the financial responsibility of such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX is or better (or such lower ratingbecomes inadequate, if any, as may be reasonably acceptable to Administrative Agent), Borrowers Borrower shall promptly obtain and deliver to Administrative Agent Lender a like policy (or, if and to the extent permitted by Administrative AgentLender, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure of any the Deed of Trust or transfer of title to any Collateral the Property in lieu of foreclosure, the benefits all of Borrower's right, title and interest in and to the insurance policies referred to in this Section as to such Collateral (including unearned premiums) and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers. (e) Administrative Agent Lender has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the CollateralProperty, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by and the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees), appraisal costs, and consultant fees incurred by Administrative Agent Lender in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers Borrower on demand, as a part of the ObligationsObligation, even if in excess of the Aggregate Commitmentamount set forth in SECTION 2.01, and secured by the Loan Documents. Administrative Agent Lender shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to BorrowersBorrower. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld)Lender's consent, to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent Lender in connection with any loss of or damage to any Collateralthe Property, all of which shall be paid directly to Administrative AgentLender, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent Lender and the Trustee for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s 's fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 belowLender's option in its sole discretion, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral Property so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restorationLender, or (iii) applied to the payment of the ObligationsObligation, whether or not due, in such order and manner as Administrative Agent Lender may elect in its sole discretion. In any event, the unpaid portion of the Obligations Obligation shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. (a) Each Borrower shall obtain and maintain, as to any Collateral owned by such Borrower, maintain the insurance coverage required by Exhibit J “B” and any other Loan Documents and shall furnish to Administrative Agent Lender promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower and the originals of each insurance policy (or to the extent permitted by Administrative AgentLender, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the Collateral. No Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent Lender is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative AgentLender, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower or Administrative Agent apart from this Agreement or the Loan Documents Lender and that all of the provisions of all such required insurance thereof shall operate in the manner as if there were a separate policy covering each insured. Each Borrower shall immediately notify Administrative Agent Lender whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent Lender any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership or the applicable Subsidiary Obligor Borrower shall deliver to Administrative Agent Lender a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral and not previously delivered to Administrative AgentLender, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers Borrower shall pay all premiums on policies required hereunder as they become due and payablepayable and promptly deliver to Lender evidence satisfactory to Lender of the timely payment thereof. Borrowers Borrower shall at all times comply, in all material respects, comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Collateral. (c) If any Borrower fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers Borrower will indemnify and hold Administrative Agent and the Lenders Lender harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required insurance if so maintained; (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, Lender shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for BorrowersBorrower, to the same extent as if it had been made payable to Administrative AgentLender; and (iii) Administrative Agent Lender has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of BorrowersBorrower's expense, which may at Administrative Agent’s Lender's election be coverage for Administrative Agent’s Lender's interest only, the costs and expenses so expended by Administrative Agent Lender shall be due and payable by Borrower on demand by Borrowersdemand, as a part of the ObligationsIndebtedness, even if in excess of the Aggregate Commitmentamount set forth in Section 2.01, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, proceeding or if, in Administrative Agent’s Lender's reasonable opinion set forth in a written notice to any Borrower the financial responsibility of such insurer fails to maintain a minimum A.M. Best’s rating of A- / IX is or better (or such lower ratingbecomes inadequate, if any, as may be reasonably acceptable to Administrative Agent), Borrowers Borrower shall promptly obtain and deliver to Administrative Agent Lender a like policy (or, if and to the extent permitted by Administrative AgentLender, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure of any Deed of Trust or transfer of title to any Collateral in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that all liability coverage shall remain with Borrowers[Intentionally Omitted.] (e) Administrative Agent Lender has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to the Collateral, provided, that, prior to a Default, any settlement or adjustment of any claim may be negotiated by and the Operating Partnership or the applicable Subsidiary Obligor but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees), appraisal costs, and consultant fees incurred by Administrative Agent Lender in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers Borrower on demand, as a part of the ObligationsIndebtedness, even if in excess of the Aggregate Commitmentamount set forth in Section 2.01, and secured by the Loan Documents. Administrative Agent Lender shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to BorrowersBorrower. (f) Each Borrower shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld)Lender's consent, to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower or Administrative Agent Lender in connection with any loss of or damage to any the Collateral, all of which shall be paid directly to Administrative AgentLender, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent Lender and the Trustee for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s 's fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s election, subject to Section 2.5 belowLender's option in its sole discretion, be (i) released to such Borrower, (ii) applied to repair or restoration, either partly or entirely, of the Collateral so damaged, on such conditions (consistent with Administrative Agent’s customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restorationLender, or (iii) applied to the payment of the ObligationsIndebtedness, whether or not due, in such order and manner as Administrative Agent Lender may elect in its sole discretion. In any event, the unpaid portion of the Obligations Indebtedness shall remain in full force and effect and the payment thereof shall not be excused.

Hazard and Other Insurance. (a) Each Borrower shall cause each Project Owner to obtain and maintain, as to any the Collateral owned by such BorrowerProject Owner, the insurance coverage required by Exhibit EXHIBIT J and any other Loan Documents and shall furnish to Administrative Agent promptly upon request a certificate or certificates from the respective insurer(s) setting forth the nature and extent of all such insurance maintained by such Borrower Project Owner and the originals of each insurance policy (or to the extent permitted by Administrative Agent, a certified copy of the original policy and a satisfactory certificate of insurance) with premiums fully paid. Any such insurance may be evidenced by blanket insurance policies covering the Collateral Pool and other property and assets, provided that each policy otherwise complies with the requirements of the Loan Documents and specifies the amount (if less than all) of the total coverage that is allocated to the CollateralCollateral Pool. No Borrower Project Owner shall take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Administrative Agent is included thereon under a standard mortgagee clause (without contribution) reasonably acceptable to Administrative Agent, with loss payable as provided herein. All insurance required by this Agreement shall be primary without right of contribution from any other insurance that may be carried by any Borrower Loan Party or Administrative Agent apart from this Agreement or the Loan Documents and the provisions of all such required insurance shall operate in the manner as if there were a separate policy covering each insured. Each Borrower Loan Party shall immediately notify Administrative Agent whenever any such separate insurance is taken out and shall promptly deliver to Administrative Agent any policy or certificate of such separate insurance. (b) Not later than ten (10) days before the expiration date of any such insurance policy, the Operating Partnership Borrower or the applicable Subsidiary Obligor Loan Party shall deliver to Administrative Agent a binder or certificate of the insurer evidencing the renewal or replacement of that policy, with premiums fully paid together with (in the case of a renewal) a copy of all endorsements to the policy affecting the Collateral Pool and not previously delivered to Administrative Agent, or (in the case of a replacement) an original or certified copy of the replacement policy. Borrowers The Loan Parties shall pay all premiums on policies required hereunder as they become due and payablepayable and promptly deliver to Administrative Agent evidence satisfactory to Administrative Agent of the timely payment thereof. Borrowers The Loan Parties shall at all times comply, in all material respects, with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the CollateralCollateral Pool. (c) If any Borrower Loan Party fails to obtain and/or maintain the insurance required under the Loan Documents, (i) Borrowers the Loan Parties will indemnify and hold Administrative Agent and the Lenders harmless from and against any damage, loss, liability or expense resulting from all risks that would have been covered by the required insurance if so maintained; (ii) if any loss occurs, Administrative Agent, on behalf of the Lenders, Agent shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Borrowersthe Loan Parties, to the same extent as if it had been made payable to Administrative Agent; and (iii) Administrative Agent has the right (but not the obligation) to obtain such insurance on commercially reasonable terms at the expense of Borrowersthe Loan Parties, which may at Administrative Agent’s 's election be coverage for Administrative Agent’s 's interest only, the costs and expenses so expended by Administrative Agent shall be due and payable by on demand by Borrowersthe Loan Parties, as a part of the Obligations, even if in excess of the Aggregate CommitmentCommitments, and secured by the Loan Documents. If any hazard, title, or other insurer becomes insolvent or subject to any bankruptcy, receivership or similar proceeding, or if, in Administrative Agent’s 's reasonable opinion set forth in a written notice to any Borrower Loan Party the such insurer fails to maintain a minimum A.M. Best’s 's rating of A- / IX or better (or such lower rating, if any, as may be reasonably acceptable to Administrative Agent), Borrowers such Loan Party shall promptly obtain and deliver to Administrative Agent a like policy (or, if and to the extent permitted by Administrative Agent, a certified copy of the policy or a satisfactory certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of the Loan Documents. (d) Upon any foreclosure of any Deed of Trust Mortgage or transfer of title to any Collateral Project subject thereto in lieu of foreclosure, the benefits of the insurance policies referred to in this Section as to such Collateral Project and all proceeds payable thereunder in respect of property damage occurring prior to the transfer of title shall thereupon vest in the purchaser at foreclosure or other such transferee to the extent permissible under such policies; provided that PROVIDED THAT all liability coverage shall remain with Borrowersthe Loan Parties. (e) Administrative Agent has the right (but not the obligation) to make proof of loss for, settle and adjust any claim under, and receive the proceeds of, all insurance for loss of or damage to any Project in the CollateralCollateral Pool, providedPROVIDED, thatTHAT, prior to a Default, any settlement or adjustment of any claim may be negotiated by the Operating Partnership or the applicable Subsidiary Obligor Loan Party but if the amount involved is greater than $100,000 then the same shall remain subject to the final approval of Administrative Agent. The reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees), appraisal costs, and consultant fees incurred by Administrative Agent in the adjustment and collection of insurance proceeds shall be due and payable by Borrowers the Loan Parties on demand, as a part of the Obligations, even if in excess of the Aggregate CommitmentCommitments, and secured by the Loan Documents. Administrative Agent shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Borrowersthe Loan Parties. (f) Each Borrower Loan Party shall take all necessary action, with Administrative Agent’s consent (which consent will not be unreasonably withheld)'s consent, to obtain the benefit of any insurance proceeds lawfully or equitably payable to such Borrower Loan Party or Administrative Agent in connection with any loss of or damage to any CollateralProject in the Collateral Pool, all of which shall be paid directly to Administrative Agent, whether or not the security for the Loan has been impaired or otherwise affected, and applied first to reimburse Administrative Agent for all unreimbursed out-of-pocket costs and expenses, including reasonable attorney’s 's fees, incurred in connection with the collection of such proceeds and the balance of such proceeds shall, at Administrative Agent’s 's election, subject to Section SECTION 2.5 below, be (i) released to such Borrowerthe applicable Loan Party, (ii) applied to repair or restoration, either partly or entirely, of the Collateral Project so damaged, on such conditions (consistent with Administrative Agent’s 's customary construction administration procedures) as may be reasonably required by Administrative Agent to ensure and evidence the proper application and payment of such proceeds and the progress of such repair and restoration, or (iii) applied to the payment of the Obligations, whether or not due, in such order and manner as Administrative Agent may elect in its sole discretion. In any event, the unpaid portion of the Obligations shall remain in full force and effect and the payment thereof shall not be excused.