Common use of Insurance and Application of Insurance Proceeds Clause in Contracts

Insurance and Application of Insurance Proceeds. (a) During the term of this Mortgage, Mortgagor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Property: (i) Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the Indenture. (ii) Commercial General Liability insurance, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Property for a period of twelve (12) months. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions). (v) Flood insurance if all or any portion of the Mortgaged Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Property or such other amount as may be agreed to by Mortgagee in writing. (vi) If the Mortgaged Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by Mortgagee. (vii) Any other insurance with respect to the Mortgaged Property that may be required under the Indenture. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee in order to protect its interests. (b) All such insurance policies with respect to the Mortgaged Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee and its successors and assigns, as an additional insured under all liability insurance policies, as the mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor shall not take out separate insurance with respect to the Mortgaged Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture unless Mortgagee is named an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee and each such policy is otherwise in form and substance acceptable to Mortgagee. (c) In the event of the foreclosure of this Mortgage, or in the event of any transfer of title to the Mortgaged Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Property, or such part thereof, shall succeed to all of Mortgagor's rights with respect to the Mortgaged Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Property or such part thereof. If Mortgagee acquires title to the Mortgaged Property, or any part thereof, in any manner, Mortgagee shall thereupon (as between Mortgagor and Mortgagee) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Property, or such part thereof, if any. (d) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property shall occur, Mortgagor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to Mortgagee, and Mortgagor hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor shall, upon demand of Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to Mortgagee, free and clear of any Liens whatsoever. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (e) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagee shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same are to be applied, then Mortgagee shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee may elect, unless expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Property upon the occurrence of any casualty loss affecting the Mortgaged Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by Mortgagee. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such insurance proceeds, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (a) During the term of this MortgageDeed of Trust, MortgagorTrustor, at its sole cost and expense, shall maintain, or cause to be maintained all insurance on the Trust Property that is required to be maintained under the Indenture. In addition, Trustor, at its sole cost and expense, shall maintain or cause to be maintained such other insurance as may, from time to time, reasonably be required by Beneficiary in order to protect its interests in the Trust Property. Notwithstanding any insurance requirements under the Indenture, Trustor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Trust Property: (i) Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "“special form" ” policy (formerly known as an "“all-risk" ” endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor Trustor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "“Replacement Cost" ” endorsement with a waiver of depreciation and an "“Agreed Amount" ” or "“No Coinsurance" ” endorsement and shall otherwise comply with the Indenture. (ii) Commercial General Liability insurance, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Trust Property for a period of twelve (12) months. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions). (v) Flood insurance if all or any portion of the Mortgaged Trust Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Trust Property or such other amount as may be agreed to by Mortgagee Beneficiary in writing. (vi) If the Mortgaged Trust Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by MortgageeBeneficiary if available at a commercially reasonable cost. (vii) Any other insurance with respect to the Mortgaged Trust Property that may be required under the Indenture. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee Beneficiary in order to protect its interests. (b) . All such insurance policies with respect to the Mortgaged Trust Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee Beneficiary, and its successors and assigns, as an additional insured under all liability insurance policies, as the first mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor Trustor shall not take out separate insurance with respect to the Mortgaged Trust Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture unless Mortgagee Beneficiary is named as an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee Beneficiary and each such policy is otherwise in form and substance acceptable to MortgageeBeneficiary. (cb) In the event of the foreclosure of this MortgageDeed of Trust, or in the event of any transfer of title to the Mortgaged Trust Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Trust Property, or such part thereof, shall succeed to all of Mortgagor's Trustor’s rights with respect to the Mortgaged Trust Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Trust Property or such part thereof. If Mortgagee Beneficiary acquires title to the Mortgaged Trust Property, or any part thereof, in any manner, Mortgagee Beneficiary shall thereupon (as between Mortgagor Trustor and MortgageeBeneficiary) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Trust Property, provided, however that Trustor’s rights and coverage under any such policies shall not be affected by such transfer of title, and all insurance proceeds payable thereunder with respect to the Mortgaged Trust Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Trust Property, or such part thereof, if any. (dc) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property shall occur, Mortgagor Trustor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to MortgageeBeneficiary, and Mortgagor Trustor hereby irrevocably authorizes and empowers MortgageeBeneficiary, in the name of Mortgagor Trustor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor Trustor shall, upon demand of MortgageeBeneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to MortgageeBeneficiary, free and clear of any Liens whatsoever. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as Mortgagor's Trustor’s attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (ed) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagee shall apply the entire amount of any insurance proceeds Trustor shall, in accordance with the provisions of the Indenture orits sole and absolute discretion, if there is no provision contained in the Indenture governing how the same are to be applied, then Mortgagee shall apply the entire amount thereof to (i) the restoration of the Trust Property in accordance with customary construction loan practices provided that such restoration can be completed within 270 days of the occurrence of any casualty loss affecting the Trust Property or (ii) in the event that restoration cannot be completed within 270 days of the occurrence of a casualty loss affecting the Trust Property or if Trustor so elects, the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In the event that Trustor elects to restore the Trust Property in accordance with the terms of the previous sentence, unless expressly provided to the contrary in the Indenture, Mortgagor Trustor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any casualty loss affecting the Mortgaged Trust Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by MortgageeBeneficiary. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Security Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such insurance proceeds, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Security Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (aA) During the term of this MortgageDeed of Trust, MortgagorTrustor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Trust Property: (i) If applicable or appropriate, Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor Trustor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the IndentureFinancing Agreement. (ii) Commercial General Liability insuranceinsurance to the extent required under the Financing Agreement, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Trust Property for a period of twelve (12) months, if applicable or appropriate. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions), if applicable or appropriate. (v) Flood insurance if all or any portion of the Mortgaged Trust Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Trust Property or such other amount as may be agreed to by Mortgagee Beneficiary in writing, if applicable or appropriate. (vi) If the Mortgaged Trust Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by MortgageeBeneficiary. (vii) Any other insurance with respect to the Mortgaged Trust Property that may be required under the IndentureFinancing Agreement. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee Beneficiary in order to protect its interests. (b) . All such insurance policies with respect to the Mortgaged Trust Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee Beneficiary, and its successors and assigns, as an additional insured under all liability insurance policies, as the first mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor Trustor shall not take out separate insurance with respect to the Mortgaged Trust Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture Financing Agreement unless Mortgagee Beneficiary is named as an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee Beneficiary and each such policy is otherwise in form and substance acceptable to MortgageeBeneficiary. (cB) In the event of the foreclosure of this MortgageDeed of Trust, or in the event of any transfer of title to the Mortgaged Trust Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Trust Property, or such part thereof, shall succeed to all of MortgagorTrustor's rights with respect to the Mortgaged Trust Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Trust Property or such part thereof. If Mortgagee Beneficiary acquires title to the Mortgaged Trust Property, or any part thereof, in any manner, Mortgagee Beneficiary shall thereupon (as between Mortgagor Trustor and MortgageeBeneficiary) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Trust Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Trust Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Trust Property, or such part thereof, if any. (dC) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property shall occur, Mortgagor Trustor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to MortgageeBeneficiary, and Mortgagor Trustor hereby irrevocably authorizes and empowers MortgageeBeneficiary, in the name of Mortgagor Trustor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor Trustor shall, upon demand of MortgageeBeneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to MortgageeBeneficiary, free and clear of any Liens whatsoever. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as MortgagorTrustor's attorney-attorney- in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (eD) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagee Beneficiary shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture Financing Agreement or, if there is no provision contained in the Indenture Financing Agreement governing how the same are to be applied, then Mortgagee Beneficiary shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless expressly provided to the contrary in the IndentureFinancing Agreement, Mortgagor Trustor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any casualty loss affecting the Mortgaged Trust Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by MortgageeBeneficiary. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Financing Agreement and the other Senior Secured Note Loan Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such insurance proceeds, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (aA) During the term of this MortgageDeed of Trust, MortgagorTrustor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Trust Property: (i) If applicable or appropriate Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor Trustor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the IndentureFinancing Agreement. (ii) Commercial General Liability insuranceinsurance to the extent required under the Financing Agreement, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Trust Property for a period of twelve (12) months, if applicable or appropriate. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions), if applicable or appropriate. (v) Flood insurance if all or any portion of the Mortgaged Trust Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Trust Property or such other amount as may be agreed to by Mortgagee Beneficiary in writing, if applicable or appropriate. (vi) If the Mortgaged Trust Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by MortgageeBeneficiary. (vii) Any other insurance with respect to the Mortgaged Trust Property that may be required under the IndentureFinancing Agreement. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee Beneficiary in order to protect its interests. (b) . All such insurance policies with respect to the Mortgaged Trust Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee Beneficiary, and its successors and assigns, as an additional insured under all liability insurance policies, as the first mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor Trustor shall not take out separate insurance with respect to the Mortgaged Trust Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture Financing Agreement unless Mortgagee Beneficiary is named as an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee Beneficiary and each such policy is otherwise in form and substance acceptable to MortgageeBeneficiary. (cB) In the event of the foreclosure of this MortgageDeed of Trust, or in the event of any transfer of title to the Mortgaged Trust Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Trust Property, or such part thereof, shall succeed to all of MortgagorTrustor's rights with respect to the Mortgaged Trust Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Trust Property or such part thereof. If Mortgagee Beneficiary acquires title to the Mortgaged Trust Property, or any part thereof, in any manner, Mortgagee Beneficiary shall thereupon (as between Mortgagor Trustor and MortgageeBeneficiary) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Trust Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Trust Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Trust Property, or such part thereof, if any. (dC) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property shall occur, Mortgagor Trustor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to MortgageeBeneficiary, and Mortgagor Trustor hereby irrevocably authorizes and empowers MortgageeBeneficiary, in the name of Mortgagor Trustor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor Trustor shall, upon demand of MortgageeBeneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to MortgageeBeneficiary, free and clear of any Liens whatsoever. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as MortgagorTrustor's attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (eD) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagee Beneficiary shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture Financing Agreement or, if there is no provision contained in the Indenture Financing Agreement governing how the same are to be applied, then Mortgagee Beneficiary shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless expressly provided to the contrary in the IndentureFinancing Agreement, Mortgagor Trustor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any casualty loss affecting the Mortgaged Trust Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by MortgageeBeneficiary. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Financing Agreement and the other Senior Secured Note Loan Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such insurance proceeds, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (a) During the term of this Mortgage, Mortgagor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Property: (i) Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the Indenture. (ii) Commercial General Liability insurance, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Property for a period of twelve (12) months. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions). (v) Flood insurance if all or any portion of the Mortgaged Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Property or such other amount as may be agreed to by Mortgagee in writing. (vi) If the Mortgaged Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by Mortgagee. (vii) Any other insurance with respect to the Mortgaged Property that may be required under the Indenture. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee in order to protect its interests. (b) All such insurance policies with respect to the Mortgaged Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee and its successors and assigns, as an additional insured under all liability insurance policies, as the mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor shall not take out separate insurance with respect to the Mortgaged Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture unless Mortgagee is named an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee and each such policy is otherwise in form and substance acceptable to Mortgagee. (c) In the event of the foreclosure of this Mortgage, or in the event of any transfer of title to the Mortgaged Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Property, or such part thereof, shall succeed to all of Mortgagor's rights with respect to the Mortgaged Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Property or such part thereof. If Mortgagee acquires title to the Mortgaged Property, or any part thereof, in any manner, Mortgagee shall thereupon (as between Mortgagor and Mortgagee) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Property, or such part thereof, if any. (d) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property shall occur, Mortgagor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to Mortgagee, and Mortgagor hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor shall, upon demand of Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to Mortgagee, free and clear of any Liens whatsoever. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (e) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagee shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same are to be applied, then Mortgagee shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee may elect, unless expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Property upon the occurrence of any casualty loss affecting the Mortgaged Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by Mortgagee. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Secured Senior Secured Note Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such insurance proceeds, Mortgagee shall have the right, whether or not a deficiency judgment on any Secured Senior Secured Note Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (aA) During the term of this MortgageDeed of Trust, MortgagorTrustor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Trust Property: (i) If applicable or appropriate, Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor Trustor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the IndentureCredit Agreement. (ii) Commercial General Liability insuranceinsurance to the extent required under the Credit Agreement, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Trust Property for a period of twelve (12) months, if applicable or appropriate. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions), if applicable or appropriate. (v) Flood insurance if all or any portion of the Mortgaged Trust Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Trust Property or such other amount as may be agreed to by Mortgagee Beneficiary in writing, if applicable or appropriate. (vi) If the Mortgaged Trust Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by MortgageeBeneficiary. (vii) Any other insurance with respect to the Mortgaged Trust Property that may be required under the IndentureCredit Agreement. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee Beneficiary in order to protect its interests. (b) . All such insurance policies with respect to the Mortgaged Trust Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee Beneficiary, and its successors and assigns, as an additional insured under all liability insurance policies, as the first mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor Trustor shall not take out separate insurance with respect to the Mortgaged Trust Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture Credit Agreement unless Mortgagee Beneficiary is named as an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee Beneficiary and each such policy is otherwise in form and substance acceptable to MortgageeBeneficiary. (c) In the event of the foreclosure of this Mortgage, or in the event of any transfer of title to the Mortgaged Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Property, or such part thereof, shall succeed to all of Mortgagor's rights with respect to the Mortgaged Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Property or such part thereof. If Mortgagee acquires title to the Mortgaged Property, or any part thereof, in any manner, Mortgagee shall thereupon (as between Mortgagor and Mortgagee) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Property, or such part thereof, if any. (d) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property shall occur, Mortgagor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to Mortgagee, and Mortgagor hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor shall, upon demand of Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to Mortgagee, free and clear of any Liens whatsoever. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (e) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagee shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture or, if there is no provision contained in the Indenture governing how the same are to be applied, then Mortgagee shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee may elect, unless expressly provided to the contrary in the Indenture, Mortgagor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Property upon the occurrence of any casualty loss affecting the Mortgaged Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by Mortgagee. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture and the other Senior Secured Note Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such insurance proceeds, Mortgagee shall have the right, whether or not a deficiency judgment on any Senior Secured Note Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.

Insurance and Application of Insurance Proceeds. (a) During the term of this MortgageDeed of Trust, MortgagorTrustor, at its sole cost and expense, shall maintain, or cause to be maintained the following policies of insurance, with respect to the Mortgaged Trust Property: (i) If applicable or appropriate, Casualty (property) insurance against loss or damage by fire, lightning and such other perils as are included in a standard "special form" policy (formerly known as an "all-risk" endorsement policy), and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy including, without limitation, riot and civil commotion, terrorist actions, vandalism, malicious mischief, burglary and theft, in an amount equal to the greater of (A) the then full replacement cost of the improvements, without deduction for physical depreciation and (B) such amount that the insurer would not deem Mortgagor Trustor a co-insurer under said policies. The policies of insurance required under this Section 5.04 shall contain a "Replacement Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or "No Coinsurance" endorsement and shall otherwise comply with the IndentureCredit Agreement. (ii) Commercial General Liability insuranceinsurance to the extent required under the Credit Agreement, including a broad form comprehensive general liability endorsement and coverages for broad form property damage, contractual damages and personal injuries (including death resulting therefrom) and containing minimum limits per occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any policy year with no deductible. (iii) Rental loss and/or business interruption insurance in an amount equal to the estimated gross revenues from the operations of the Mortgaged Trust Property for a period of twelve (12) months, if applicable or appropriate. (iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed on the improvements (without exclusion for explosions), if applicable or appropriate. (v) Flood insurance if all or any portion of the Mortgaged Trust Property is located in an area now or hereafter designated by the Federal Emergency Management Agency, Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), and in which flood insurance has been made available under the U.S. National Flood Insurance Program, in an amount equal to the full replacement cost of the Buildings, Fixtures and Personalty now or hereafter located on the Mortgaged Trust Property or such other amount as may be agreed to by Mortgagee Beneficiary in writing, if applicable or appropriate. (vi) If the Mortgaged Trust Property is or ever becomes non-conforming with respect to zoning, ordinance or law coverage to compensate for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in such amounts as may be requested by MortgageeBeneficiary. (vii) Any other insurance with respect to the Mortgaged Trust Property that may be required under the IndentureCredit Agreement. (viii) Such other insurance as may from time to time be reasonably required by Mortgagee Beneficiary in order to protect its interests. (b) . All such insurance policies with respect to the Mortgaged Trust Property shall contain a standard, non-contributory mortgagee clause naming Mortgagee Beneficiary, and its successors and assigns, as an additional insured under all liability insurance policies, as the first mortgagee and loss payee on all property insurance policies, and as the sole loss payee on all rental loss or business interruption insurance policies. Mortgagor Trustor shall not take out separate insurance with respect to the Mortgaged Trust Property concurrent in form or contributing in the event of loss with that required to be maintained hereunder or under the Indenture Credit Agreement unless Mortgagee Beneficiary is named as an additional insured thereon under a standard mortgagee clause acceptable to Mortgagee Beneficiary and each such policy is otherwise in form and substance acceptable to MortgageeBeneficiary. (cb) In the event of the foreclosure of this MortgageDeed of Trust, or in the event of any transfer of title to the Mortgaged Trust Property, or any part thereof, by foreclosure sale or by power of sale or deed in lieu of foreclosure, the purchaser of the Mortgaged Trust Property, or such part thereof, shall succeed to all of MortgagorTrustor's rights with respect to the Mortgaged Trust Property, including any rights to unexpired, unearned or returnable insurance premiums, subject to limitations on the assignment of blanket policies, but limited to such rights as relate to the Mortgaged Trust Property or such part thereof. If Mortgagee Beneficiary acquires title to the Mortgaged Trust Property, or any part thereof, in any manner, Mortgagee Beneficiary shall thereupon (as between Mortgagor Trustor and MortgageeBeneficiary) become the sole and absolute owner of the insurance policies with respect to the Mortgaged Trust Property, and all insurance proceeds payable thereunder with respect to the Mortgaged Trust Property, with the sole right to collect and retain all unearned or returnable premiums thereon with respect to the Mortgaged Trust Property, or such part thereof, if any. (dc) If any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property shall occur, Mortgagor Trustor shall file and prosecute its claim or claims for any insurance proceeds in good faith and with due diligence and cause the same to be collected and paid over to MortgageeBeneficiary, and Mortgagor Trustor hereby irrevocably authorizes and empowers MortgageeBeneficiary, in the name of Mortgagor Trustor or otherwise, to collect and receipt for any such insurance proceeds and to adjust any insurance claims and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Mortgagor Trustor shall, upon demand of MortgageeBeneficiary, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such insurance proceeds to MortgageeBeneficiary, free and clear of any Liens whatsoever. Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as MortgagorTrustor's attorney-in-fact for each such purpose (which appointment is coupled with an interest) and authorizes any Person to act upon the foregoing appointment. (ed) Following any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagee Beneficiary shall apply the entire amount of any insurance proceeds in accordance with the provisions of the Indenture Credit Agreement or, if there is no provision contained in the Indenture Credit Agreement governing how the same are to be applied, then Mortgagee Beneficiary shall apply the entire amount thereof to the payment of the Senior Secured Note Obligations, whether or not then due and payable, in such manner and order as Mortgagee Beneficiary may elect. In all events, unless expressly provided to the contrary in the IndentureCredit Agreement, Mortgagor Trustor hereby covenants and agrees to promptly commence and to diligently prosecute the restoration of the Mortgaged Trust Property upon the occurrence of any casualty loss affecting the Mortgaged Trust Property, without regard to the availability or adequacy of insurance proceeds, but in all events in a manner approved by MortgageeBeneficiary. Notwithstanding any damage to, destruction or loss of or other casualty with respect to any of the Mortgaged Trust Property, Mortgagor Trustor shall continue to pay the Senior Secured Note Obligations at the time and in the manner provided for in the Indenture Credit Agreement and the other Senior Secured Note Loan Documents until the Senior Secured Note Obligations have been paid in full. If the Mortgaged Trust Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee Beneficiary of such insurance proceeds, Mortgagee Beneficiary shall have the right, whether or not a deficiency judgment on any Senior Secured Note Loan Document shall have been sought, recovered or denied, to receive such insurance proceeds, or a portion thereof sufficient to pay the then unpaid Senior Secured Note Obligations, whichever is less.