Common use of Insurance Casualty and Condemnation Clause in Contracts

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners, at their sole cost and expense, for the mutual benefit of the Property Owners and Lender, to keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement), and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “Replacement Cost Endorsement” with a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners, at their sole cost and expense, for the mutual benefit of Borrower and Lender, also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” (an “Affected Property” and collectively the “Affected Properties”) and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;

Insurance Casualty and Condemnation. 5.1.1 Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and each of the Individual Properties providing at least the following coverages: (a) Borrowers shall cause First Mezzanine Borrowers to cause comprehensive all risk insurance on the Property OwnersImprovements and the Personalty, at their sole cost including contingent liability from Operation of Building Laws, Demolition Costs and expenseIncreased Cost of Construction Endorsements, for the mutual benefit of the Property Owners and Lender, to keep in each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance case (iA) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment one hundred percent (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement), and (ii100%) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement cost value (exclusive of each Property). The policies costs of insurance carried in accordance with this paragraph shall be paid annually in advance excavations, foundations, underground utilities and shall contain a “Replacement Cost Endorsement” footings) with a waiver of depreciation. , but the amount shall in no event be less than the outstanding principal balance of the Loan; (bB) Borrowers shall cause First Mezzanine Borrowers containing an agreed amount endorsement with respect to cause the Property Owners, at their sole cost Improvements and expense, Personalty waiving all co-insurance provisions; (C) providing for the mutual benefit no deductible in excess of Borrower Ten Thousand and Lender, also to obtain No/100 Dollars ($10,000) for all such insurance coverage; and maintain the following policies of insurance: (iD) Flood insurance containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any part of the Improvements or the use of the Individual Property shall at any time constitute legal non-conforming structures or uses. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area", flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender in the event the Individual Property is located in an area identified by with a high degree of seismic activity, provided that the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” insurance pursuant to clauses (an “Affected Property” and collectively the “Affected Properties”y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i). (b) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Individual Property, such insurance (A) flood insurance is generally available at reasonable premiums to be on the so- called "occurrence" form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000) in such amount as generally required by institutional lenders for similar properties or the aggregate and One Million and No/100 Dollars ($1,000,000) per occurrence (and, if on a blanket policy, containing an "Aggregate Per Location" endorsement); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; 2) products and completed operations on an "if not so available from a private carrier, from any" basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the federal government at commercially reasonable premiums indemnities contained in the Mortgages to the extent the same is available. In either case; (c) business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personalty has been repaired, the flood continued loss of income will be insured until (x) the Individual Property is repaired or replaced and such income returns to the same level it was at prior to the loss, (y) if such income has not returned to the same level it was at prior to the loss, six (6) months following the date on which the Individual Property is repaired or replaced, or (z) or the expiration of twelve (12) months from the date that the Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; (D) in an amount equal to one hundred percent (100%) of the projected gross operating profit plus the Management Fees from the Individual Property for a period of twelve (12) months from the date that the Individual Property is repaired or replaced and operations are resumed; and (E) providing for "extra expense" coverage in an amount reasonably satisfactory to Lender. The amount of such business income insurance shall be in an amount determined prior to the date hereof and at least equal once each year thereafter based on Borrower's reasonable estimate of the projected gross operating profit plus the Management Fees from the Individual Property for the succeeding twelve (12) month period. All proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the aggregate principal amount of obligations secured by the Loan, the Senior Loan and the First Mezzanine Loan outstanding Documents from time to time or due and payable hereunder and under the maximum limit of coverage available with respect to the applicable Property under said program, whichever is lessNote; provided, however, notwithstanding that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the foregoing, Borrowers shall cause Property Owners obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to maintain the extent such amounts are actually paid out of the proceeds of such business income insurance; (d) at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insuranceduring which structural construction, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 repairs or alterations are being made with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal respect to the greater of Improvements, and only if the Individual Property coverage form does not otherwise apply, (A) owner's contingent or protective liability insurance covering claims not covered by or under the estimated gross revenues from the operation terms or provisions of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella above mentioned commercial general liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;policy; and

Insurance Casualty and Condemnation. (a) Borrowers Borrower shall obtain and maintain, or cause First Mezzanine Borrowers to cause be maintained, insurance for Borrower and the Property Owners, providing at their sole cost and expense, for least the mutual benefit of the Property Owners and Lender, to keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance following coverages: (i) shall be comprehensive all risk insurance on the Improvements and the Personalty, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an aggregate amount equal to the then full replacement cost of each Property and the Equipment one hundred percent (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement), and (ii100%) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement cost value (exclusive of each Property). The policies costs of insurance carried in accordance with this paragraph shall be paid annually in advance excavations, foundations, underground utilities and shall contain a “Replacement Cost Endorsement” footings) with a waiver of depreciation. , but the amount shall in no event be less than the outstanding principal balance of the Loan; (bB) Borrowers shall cause First Mezzanine Borrowers containing an agreed amount endorsement with respect to cause the Improvements and Personalty waiving all co- insurance provisions; (C) providing for no deductible in excess of Ten Thousand and No/100 Dollars ($10,000) for all such insurance coverage; and (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the Improvements or the use of the Property Ownersshall at any time constitute legal non-conforming structures or uses. In addition, at their sole cost and expense, for the mutual benefit of Borrower and Lender, also to obtain and maintain the following policies of insurance: shall obtain: (iy) Flood insurance if any part portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area", flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender in the event the Property is located in an area identified by with a high degree of seismic activity, provided that the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” insurance pursuant to clauses (an “Affected Property” and collectively the “Affected Properties”y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i); (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) flood insurance is generally available at reasonable premiums to be on the so-called "occurrence" form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000) in such amount as generally required by institutional lenders for similar properties or the aggregate and One Million and No/100 Dollars ($1,000,000) per occurrence (and, if on a blanket policy, containing an "Aggregate Per Location" endorsement); (B) to continue at not less than the aforesaid limit until reasonably required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if not so available from a private carrier, from any" basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the federal government at commercially reasonable premiums indemnities contained in the Mortgage to the extent the same is available. In either case; (iii) business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personalty has been repaired, the flood continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; (D) in an amount equal to one hundred percent (100%) of the projected gross operating profit of Borrower plus the management fee due under the Management Agreement for a period of twelve (12) months from the date that the Property is repaired or replaced and operations are resumed; and (E) providing for "extra expense" coverage in an amount satisfactory to Lender. The amount of such business income insurance shall be in an amount determined prior to the date hereof and at least equal once each year thereafter based on Borrower's reasonable estimate of the gross operating profit of Borrower plus the management fee due under the Management Agreement for the succeeding twelve (12) month period. Subject to Operating Lessee's right to receive any portion of the business income insurance pursuant to the aggregate principal amount terms of the LoanOperating Lease, all proceeds payable to Lender pursuant to this subsection, including, at a minimum the Senior amounts representing Operating Lease Rent, shall be held by Lender and shall be applied to the obligations secured by the Loan and the First Mezzanine Loan outstanding Documents from time to time or due and payable hereunder and under the maximum limit of coverage available with respect to the applicable Property under said program, whichever is lessNote; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance that nothing herein contained shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient deemed to avoid any co-insurance penalty and equal relieve Borrower of its obligations to pay the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received obligations secured by the Property Owners or third parties that are Loan Documents on the legal obligation respective dates of payment provided for in the Tenants), net of non-recurring expenses, for a period of up to Note and the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases other Loan Documents except to the extent Rents or such amounts are actually paid out of the estimates proceeds of gross revenue decreasesuch business income insurance; (iv) Insurance against loss at all times during which structural construction, repairs or damage from alterations are being made with respect to the Improvements, and only if the Property coverage form does not otherwise apply, (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels owner's contingent or similar apparatus now protective liability insurance covering claims not covered by or hereafter installed in any under the terms or provisions of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella above mentioned commercial general liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;policy; and

Insurance Casualty and Condemnation. 5.1.1 Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and each of the Individual Properties providing at least the following coverages: (a) Borrowers shall cause First Mezzanine Borrowers to cause comprehensive all risk insurance on the Property OwnersImprovements and the Personalty, at their sole cost including contingent liability from Operation of Building Laws, Demolition Costs and expenseIncreased Cost of Construction Endorsements, for the mutual benefit of the Property Owners and Lender, to keep in each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance case (iA) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment one hundred percent (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement), and (ii100%) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement cost value (exclusive of each Property). The policies costs of insurance carried in accordance with this paragraph shall be paid annually in advance excavations, foundations, underground utilities and shall contain a “Replacement Cost Endorsement” footings) with a waiver of depreciation. , but the amount shall in no event be less than the outstanding principal balance of the Loan; (bB) Borrowers shall cause First Mezzanine Borrowers containing an agreed amount endorsement with respect to cause the Property Owners, at their sole cost Improvements and expense, Personalty waiving all co- insurance provisions; (C) providing for the mutual benefit no deductible in excess of Borrower Ten Thousand and Lender, also to obtain No/100 Dollars ($10,000) for all such insurance coverage; and maintain the following policies of insurance: (iD) Flood insurance containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any part of the Improvements or the use of the Individual Property shall at any time constitute legal non-conforming structures or uses. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area", flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender in the event the Individual Property is located in an area identified by with a high degree of seismic activity, provided that the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” insurance pursuant to clauses (an “Affected Property” and collectively the “Affected Properties”y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i). (b) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Individual Property, such insurance (A) flood insurance is generally available at reasonable premiums to be on the so-called "occurrence" form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000) in such amount as generally required by institutional lenders for similar properties or the aggregate and One Million and No/100 Dollars ($1,000,000) per occurrence (and, if on a blanket policy, containing an "Aggregate Per Location" endorsement); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if not so available from a private carrier, from any" basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the federal government at commercially reasonable premiums indemnities contained in the Mortgages to the extent the same is available. In either case; (c) business income insurance (A) with loss payable to the applicable Operating Lessee (other than a TRS Lessee); (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personalty has been repaired, the flood continued loss of income will be insured until (x) the Individual Property is repaired or replaced and such income returns to the same level it was at prior to the loss, (y) if such income has not returned to the same level it was at prior to the loss, six (6) months following the date on which the Individual Property is repaired or replaced, or (z) or the expiration of twelve (12) months from the date that the Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; (D) in an amount equal to Nine Million One Hundred Thirty Eight Thousand Three Hundred Six and No/100 Dollars ($9,138,306.00) in the aggregate for all of the Properties (based on Operating Expenses and NOI for the Properties). The amount of such business income insurance shall be in an amount determined prior to the date hereof and at least equal once each year thereafter based on clause (D) above. All proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the aggregate principal amount of obligations secured by the Loan, the Senior Loan and the First Mezzanine Loan outstanding Documents from time to time or due and payable hereunder and under the maximum limit of coverage available with respect to the applicable Property under said program, whichever is lessNote; provided, however, notwithstanding that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the foregoing, Borrowers shall cause Property Owners obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to maintain the extent such amounts are actually paid out of the proceeds of such business income insurance; (d) at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insuranceduring which structural construction, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 repairs or alterations are being made with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal respect to the greater of Improvements, and only if the Individual Property coverage form does not otherwise apply, (A) owner's contingent or protective liability insurance covering claims not covered by or under the estimated gross revenues from the operation terms or provisions of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella above mentioned commercial general liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;policy; and

Insurance Casualty and Condemnation. 5.1.1 Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and each of the Individual Properties providing at least the following coverages: (a) Borrowers shall cause First Mezzanine Borrowers to cause comprehensive all risk insurance on the Property OwnersImprovements and the Personalty, at their sole cost including contingent liability from Operation of Building Laws, Demolition Costs and expenseIncreased Cost of Construction Endorsements, for the mutual benefit of the Property Owners and Lender, to keep in each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance case (iA) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment one hundred percent (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement), and (ii100%) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement cost value (exclusive of each Property). The policies costs of insurance carried in accordance with this paragraph shall be paid annually in advance excavations, foundations, underground utilities and shall contain a “Replacement Cost Endorsement” footings) with a waiver of depreciation. , but the amount shall in no event be less than the outstanding principal balance of the Loan; (bB) Borrowers shall cause First Mezzanine Borrowers containing an agreed amount endorsement with respect to cause the Property Owners, at their sole cost Improvements and expense, Personalty waiving all co- insurance provisions; (C) providing for the mutual benefit no deductible in excess of Borrower Ten Thousand and Lender, also to obtain No/100 Dollars ($10,000) for all such insurance coverage; and maintain the following policies of insurance: (iD) Flood insurance containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any part of the Improvements or the use of the Individual Property shall at any time constitute legal non-conforming structures or uses. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area", flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender in the event the Individual Property is located in an area identified by with a high degree of seismic activity, provided that the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” insurance pursuant to clauses (an “Affected Property” and collectively the “Affected Properties”y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i). (b) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Individual Property, such insurance (A) flood insurance is generally available at reasonable premiums to be on the so-called "occurrence" form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000) in such amount as generally required by institutional lenders for similar properties or the aggregate and One Million and No/100 Dollars ($1,000,000) per occurrence (and, if on a blanket policy, containing an "Aggregate Per Location" endorsement); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if not so available from a private carrier, from any" basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the federal government at commercially reasonable premiums indemnities contained in the Mortgages to the extent the same is available. In either case; (c) business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personalty has been repaired, the flood continued loss of income will be insured until (x) the Individual Property is repaired or replaced and such income returns to the same level it was at prior to the loss, (y) if such income has not returned to the same level it was at prior to the loss, six (6) months following the date on which the Individual Property is repaired or replaced, or (z) or the expiration of twelve (12) months from the date that the Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; (D) in an amount equal to one hundred percent (100%) of the projected gross operating profit plus the Management Fees from the Individual Property for a period of twelve (12) months from the date that the Individual Property is repaired or replaced and operations are resumed; and (E) providing for "extra expense" coverage in an amount reasonably satisfactory to Lender. The amount of such business income insurance shall be in an amount determined prior to the date hereof and at least equal once each year thereafter based on Borrower's reasonable estimate of the projected gross operating profit plus the Management Fees from the Individual Property for the succeeding twelve (12) month period. All proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the aggregate principal amount of obligations secured by the Loan, the Senior Loan and the First Mezzanine Loan outstanding Documents from time to time or due and payable hereunder and under the maximum limit of coverage available with respect to the applicable Property under said program, whichever is lessNote; provided, however, notwithstanding that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the foregoing, Borrowers shall cause Property Owners obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to maintain the extent such amounts are actually paid out of the proceeds of such business income insurance; (d) at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insuranceduring which structural construction, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 repairs or alterations are being made with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal respect to the greater of Improvements, and only if the Individual Property coverage form does not otherwise apply, (A) owner's contingent or protective liability insurance covering claims not covered by or under the estimated gross revenues from the operation terms or provisions of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella above mentioned commercial general liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;policy; and

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersIssuers, at their sole cost and expense, for the mutual benefit of the Property Owners Issuers and LenderNote Trustee, to shall keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “"All Risks of Physical Loss.” " including earthquake damage to the extent required by Section 8.1(b)(viii) hereof and political risk insurance to the extent required by Section 8.1(b)(xii). Such insurance (other than earthquake insurance and political risk insurance) (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by a majority (by Outstanding Principal Amount) of the Senior Lender Noteholders in its their sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan AgreementConfirmation), and (ii) shall have deductibles no greater than $500,000 100,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property, and, with respect to earthquake insurance, deductibles no greater than 5.0% of the full replacement cost of each Property). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “"Replacement Cost Endorsement” " with a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersIssuers, at their sole cost and expense, for the mutual benefit of Borrower Issuers and LenderNote Trustee, shall also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “"100 year flood plain” " (an “"Affected Property” " and collectively the “"Affected Properties”") and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan Notes outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners Issuers hereby agree to maintain at all times flood insurance in an amount equal to at least $81,000,000 [25,000,000] (per occurrence) for the Affected Properties;; 122 (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 100,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners Issuers and all related court costs and attorneys’ ' fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners Issuers or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnityExpenses. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s 's compensation insurance with respect to all employees of Property Owner Issuers as and to the extent required by any Governmental Authority or Legal Requirement and employer’s 's liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “'s "all risk” " insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender Note Trustee may request, in form and substance acceptable to LenderNote Trustee; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersBorrowers, at their sole cost and expense, for the mutual benefit of the Property Owners Borrowers and Lender, to shall keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan AgreementConfirmation), and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “Replacement Cost Endorsement” with a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersBorrowers, at their sole cost and expense, for the mutual benefit of Borrower Borrowers and Lender, shall also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” (an “Affected Property” and collectively the “Affected Properties”) and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan Loans outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners hereby agree to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners Borrowers and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners Borrowers or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner Borrowers as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property; (viii) Intentionally omitted; (ix) Windstorm insurance in an amount equal to the probable maximum loss (as determined by Lender in its sole discretion) of the applicable Property provided, that any credit enhancement proposed to be provided by or on behalf of Borrowers in connection with the deductible on such windstorm insurance shall be subject to the prior receipt of a Rating Confirmation; (x) Law and ordinance insurance coverage in an amount no less than that set forth in the insurance policies covering the Properties as of the date hereof; (xi) Provided that insurance coverage relating to the acts of terrorist groups or individuals is either (a) available at commercially reasonable rates, (b) commonly obtained by owners of commercial properties in the same geographic area and which are similar to the Properties or (c) maintained for another hotel property in the same geographic area which is at least 51% owned directly or indirectly by Strategic Hotel Funding, LLC, Borrower shall be required to carry terrorism insurance throughout the term of the Loan (including any extension terms) in an amount equal to, with respect to “certified” and “non-certified” acts of terrorism, an amount equal to (i) the Release Amount and the “release amount” under each of the Mezzanine Loan Agreements (as such amounts may be reduced following a Directed Paydown) with respect to the Property encumbered by the Mortgage with the highest Allocated Loan Amount as of the date hereof, less (ii) 100% of the land value as determined in the Appraisal associated with the Property encumbered by the Mortgage with the highest Allocated Loan Amount as of the date hereof (the “Minimum Certified Acts Terrorism Amount”) (per occurrence) (collectively, the “Initial Terrorism Coverage Amount”). Lender agrees that terrorism insurance coverage may be provided under a blanket policy that is acceptable to Lender. Notwithstanding the foregoing, Borrower agrees at all times to maintain terrorism insurance coverage throughout the term of the Loan (including extension terms) in an amount not less than that which can be purchased for a sum equal to $400,000 (the “Maximum Premium Amount”) in any single policy year, provided, that under no circumstance shall terrorism coverage in excess of the Initial Terrorism Coverage Amount (per occurrence) of coverage be required hereunder. However, from and after the date any Property is released from the lien of the Mortgage in accordance with the terms hereof, the amount of terrorism insurance coverage thereafter required hereunder shall be adjusted (in each case, a “Terrorism Adjustment”) to be in an amount equal to the lesser of (x) Minimum Certified Acts Terrorism Amount and (y) 150% of the greatest Allocated Loan Amount (per occurrence) applicable to any Property that continues, from time to time to be secured by the Mortgage (the “Adjusted Terrorism Coverage Amount”), per occurrence. In the event of any Terrorism Adjustment, the parties hereby agree that the Maximum Premium Amount shall also be ratably reduced from time to time based on the ratio that the (1) then applicable Adjusted Terrorism Coverage Amount bears to (2) the Initial Terrorism Coverage Amount; and (xii) Such other insurance as may from time to time be reasonably required by Lender in order to protect its interests. (c) All policies of insurance (the “Policies”) required pursuant to this Section 8.1 shall be issued by companies approved by Lender and licensed or authorized to do business in the state where the applicable Property is located. Further, unless otherwise approved by Lender in its reasonable discretion (prior to a Securitization) and the Rating Agencies in writing, the issuer(s) of the Policies required under this Section 8.1 shall have a claims paying ability rating of “A” or better by Standard & Poor’s and “Aa2” or better by Mxxxx’x, except that the issuer(s) of the Policies required under Section 8.1(b)(viii) hereof shall have a claims paying ability rating of “A” or better by Standard & Poor’s and “A2” or better by Mxxxx’x; provided, however, if the insurance provided hereunder is procured by a syndication of more then five (5) insurers then the foregoing requirements shall not be violated if at least (i) sixty percent (60%) of the coverage is with carriers having a claims paying ability rating of “AA” or better by Standard & Poor’s and “Aa2” or better by Mxxxx’x and (ii) each other carrier providing coverage has a claims paying ability rating of “BBB-” or better by Standard & Poor’s and Fitch Ratings and “Baa3” or better by Mxxxx’x. The Policies (i) shall name Lender (or an agent on Lender’s behalf) and its successors and/or assigns as their interest may appear as an additional insured or as a loss payee (except that in the case of general liability insurance, Lender (or an agent on Lender’s behalf) shall be named an additional insured and not a loss payee); (ii) shall contain a Non-Contributory Standard Lender Clause and, except with respect to general liability insurance, a Lender’s Loss Payable Endorsement, or their equivalents, naming Lender as the Person to which all payments made by such insurance company shall be paid; (iii) shall include effective waivers by the insurer of all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than Borrowers) and all rights of subrogation against any loss payee, additional insured or named insured; (iv) shall be assigned to Lender; (v) except as otherwise provided above, shall be subject to a deductible, if any, not greater in any material respect than the deductible for such coverage on the date hereof; (vi) shall contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including endorsements providing that neither Borrowers, Lender nor any other party shall be a Contributor-insurer under said Policies and that no material modification, reduction, cancellation or termination in amount of, or material change (other than an increase) in, coverage of any of the Policies shall be effective until at least thirty (30) days after receipt by each named insured, additional insured and loss payee of written notice thereof or ten (10) days after receipt of such notice with respect to nonpayment of premium; (vii) shall permit Lender to pay the premiums and continue any insurance upon failure of Borrowers to pay premiums when due, upon the insolvency of Borrowers or through foreclosure or other transfer of title to the applicable Property (it being understood that Borrowers’ rights to coverage under such policies may not be assignable without the consent of the insurer); and (viii) shall provide that any proceeds shall be payable to Lender and that the insurance shall not be impaired or invalidated by virtue of (A) any act, failure to act, negligence of, or violation of declarations, warranties or conditions contained in such policy by any Borrower, Lender or any other named insured, additional insured or loss payee, except for the willful misconduct of Lender knowingly in violation of the conditions of such policy, (B) the occupation, use, operation or maintenance of the applicable Property for purposes more hazardous than permitted by the terms of the Policy, (C) any foreclosure or other proceeding or notice of sale relating to the applicable Property, or (D) any change in the possession of the applicable Property without a change in the identity of the holder of actual title to such Property (provided that with respect to items (C) and (D), any notice requirements of the applicable Policies are satisfied). Notwithstanding the foregoing, for purposes hereof, Lender hereby approves the existing blanket insurance policy.

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersMortgagor shall, at their its sole cost and expense, obtain for, deliver to, assign to and maintain for the mutual benefit of Agent, until the Property Owners and LenderSecured Obligations are paid in full, to keep each Property insured and obtain and maintain policies of hazard insurance insuring in an amount which shall be not less than 100% of the full insurable replacement cost of the Encumbered Property (other than the Land) insuring, on a replacement cost basis, the Encumbered Property against loss or damage by standard perils on a "special cause of loss" form, such insurable hazards, casualties and contingencies as are included therein and otherwise as Agent may require, including without limitation fire, windstorm, rainstorm, vandalism, earthquake and, if all or any part of the Encumbered Property shall at any time be located within the classification “All Risks of Physical Loss.” Such insurance (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved area identified by the Senior Lender in government of the United States or any agency thereof as having special flood hazards and for which flood insurance is available, flood. Mortgagor shall pay promptly when due any premiums on such insurance policies and on any renewals thereof. Mortgagor shall, at its sole discretion (or after a Senior Loan Securitizationexpense, upon receipt of a Rating Confirmation (as defined obtain for, deliver to, assign to and maintain for the benefit of, Agent, until the Secured Obligations are paid in the Senior Loan Agreement)full, and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property). The such other policies of insurance carried in accordance with this paragraph as may be required by the terms of the Loan Agreement. The form of such policies and the companies issuing them shall be paid annually in advance acceptable to Agent. If any such policy shall contain a co-insurance clause it shall also contain an agreed amount or stipulated value endorsement. All such policies and renewals thereof shall be held by Agent and shall contain a “Replacement Cost Endorsement” with a waiver an "Agent's loss payable" clause making losses payable to Agent. Losses shall not be payable to any other party without Agent's prior written consent. In the event of depreciationloss, Mortgagor will give immediate written notice to Agent and Agent may make proof of loss if not made promptly by Mortgagor (for which purpose Mortgagor hereby irrevocably appoints Agent as its attorney-in-fact). In the event of the foreclosure of this Mortgage or any other transfer of title to the Encumbered Property in full or partial satisfaction of the Secured Obligations, all right, title and interest of Mortgagor in and to all insurance policies and renewals thereof then in force shall pass to the purchaser or grantee. All such policies shall provide that they shall not be modified, cancelled or terminated without at least thirty (30) days' prior written notice to Agent from the insurer. (b) Borrowers Agent shall cause First Mezzanine Borrowers be entitled to cause all compensation, awards, damages, claims, rights of action and proceeds of, or on account of, (i) any damage or taking, pursuant to the power of eminent domain, of the Encumbered Property Ownersor any part thereof, (ii) damage to the Encumbered Property by reason of the taking, pursuant to the power of eminent domain, of other property, or (iii) the alteration of the grade of any street or highway on or about the Encumbered Property (any of the foregoing, a "Taking"). Agent is hereby authorized, at their sole its option, to commence, appear in and prosecute in its own or Mortgagor's name any action or proceeding relating to any such compensation, awards, damages, claims, rights of action and proceeds and to settle or compromise any claim in connection therewith. Mortgagor hereby irrevocably appoints Agent as its attorney-in-fact for the purposes set forth in the preceding sentence. Mortgagor agrees to execute such further assignments of any compensation awards, damages, claims, rights of action and proceeds as Agent may require. (c) If all or any part of the Encumbered Property shall be damaged or destroyed by fire or other casualty or shall be damaged or taken through any Taking, Mortgagor shall promptly and with all due diligence restore and repair the Encumbered Property whether or not the proceeds, award or other compensation are sufficient to pay the cost of such restoration or repair. Unless the Loan Agreement expressly provides that such proceeds, award or other compensation shall be used for another purpose, the entire amount of such proceeds, award or compensation shall be applied to the Secured Obligations in such order and expensemanner as Agent may elect. To the extent expressly provided by the Loan Agreement, such proceeds, award or other compensation shall be made available to Mortgagor, on such reasonable terms and conditions as Agent may impose, for the mutual benefit purpose of Borrower and Lender, also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” (an “Affected Property” and collectively the “Affected Properties”) and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for financing the cost of demolition restoration or repair with any excess to be applied to the Secured Obligations. Notwithstanding any other provision of this Mortgage, if an Event of Default shall be existing at the time of such casualty, taking or other event or if an Event of Default occurs thereafter, Agent shall have the right to immediately apply all insurance proceeds, awards or compensation to the payment of the Secured Obligations in such order and the increased cost of construction for the applicable Property;manner as Agent may determine.

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersBorrowers, at their sole cost and expense, for the mutual benefit of the Property Owners Borrowers and Lender, to shall keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “"All Risks of Physical Loss.” " including earthquake damage to the extent required by Section 8.1(b)(viii) hereof. Such insurance (other than earthquake insurance) (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan AgreementConfirmation), and (ii) shall have deductibles no greater than $500,000 100,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property, and, with respect to earthquake insurance, deductibles no greater than 5.0% of the full replacement cost of each Property). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “"Replacement Cost Endorsement” " with a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property OwnersBorrowers, at their sole cost and expense, for the mutual benefit of Borrower Borrowers and Lender, shall also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “"100 year flood plain” " (an “"Affected Property” " and collectively the “"Affected Properties”") and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners hereby agree to maintain at all times flood insurance in an amount equal to at least $81,000,000 [25,000,000] (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 100,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners Borrowers and all related court costs and attorneys’ ' fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners Borrowers or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnityExpenses. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s 's compensation insurance with respect to all employees of Property Owner Borrowers as and to the extent required by any Governmental Authority or Legal Requirement and employer’s 's liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “'s "all risk” " insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property; (viii) With respect to the Property known as the Hyatt Regency La Jolla, San Diego, California, earthquake insurance in an amount equal to twice the probable maximum loss (as determined by Lender in its sole discretion) of the applicable Property, provided that (A) any credit enhancement proposed to be provided by or on behalf of Borrowers in connection with the deductible on such earthquake insurance shall be subject to the prior receipt of a Rating Confirmation, and (B) in the event that such earthquake insurance shall not be available for any reason, Borrowers shall have the right, subject to a Rating Confirmation, to deliver to Lender in lieu of such insurance coverage Eligible Collateral or a guarantee from an entity acceptable to Lender (prior to a Securitization) and each of the Rating Agencies in such amount and in such form and substance as shall be approved by Lender (prior to a Securitization) and each of the Rating Agencies in their sole discretion (provided that such Eligible Collateral or guarantee will not be required to exceed the amount of coverage that would have been required if earthquake insurance were still available under this subsection (viii)); (ix) Windstorm insurance in an amount equal to the probable maximum loss (as determined by Lender in its sole discretion) of the applicable Property provided, that any credit enhancement proposed to be provided by or on behalf of Borrowers in connection with the deductible on such windstorm insurance shall be subject to the prior receipt of a Rating Confirmation; (x) Law and ordinance insurance coverage in an amount no less than that set forth in the insurance policies covering the Properties as of the date hereof; (xi) Provided that insurance coverage relating to the acts of terrorist groups or individuals is available at commercially reasonable rates, Borrower shall be required to carry terrorism insurance throughout the term of the Loan in an amount equal to $[________] (per occurrence) (the "Initial Terrorism Coverage Amount"). Lender agrees that terrorism insurance coverage may be provided under a blanket policy that is acceptable to Lender. Notwithstanding the foregoing, Borrower agrees at all times to maintain terrorism insurance coverage throughout the term of the Loan in an amount not less than that which can be purchased for a sum equal to $[___________] (the "Maximum Premium Amount") in any single policy year, provided, that under no circumstance shall terrorism coverage in excess of the Initial Terrorism Coverage Amount (per occurrence) of coverage be required hereunder. However, from and after the date any Property is released from the lien of the Mortgage in accordance with the terms hereof, the amount of terrorism insurance coverage thereafter required hereunder shall be adjusted (in each case, a "Terrorism Adjustment") to be in an amount equal to the lesser of (x) $[_________] and (y) 150% of the greatest Allocated Loan Amount (per occurrence) applicable to any Property that continues, from time to time to be secured by the Mortgage (the "Adjusted Terrorism Coverage Amount"), per occurrence. In the event of any Terrorism Adjustment, the parties hereby agree that the Maximum Premium Amount shall also be ratably reduced from time to time based on the ratio that the (1) then applicable Adjusted Terrorism Coverage Amount bears to (2) the Initial Terrorism Coverage Amount; and (xii) Such other insurance as may from time to time be reasonably required by Lender in order to protect its interests. (c) All policies of insurance (the "Policies") required pursuant to this Section 8.1 shall be issued by companies approved by Lender and licensed or authorized to do business in the state where the applicable Property is located. Further, unless otherwise approved by Lender in its reasonable discretion (prior to a Securitization) and the Rating Agencies in writing, the issuer(s) of the Policies required under this Section 8.1 shall have a claims paying ability rating of "AA-" or better by Standard & Poor's and "Aa2" or better by Moody's, except that the issuer(s) of the Policies required under Section 8.1(b)(viii) hereof shall have a claims paying ability rating of "A" or better by Standard & Poor's and "A2" or better by Moody's; provided, however, if the insurance provided hereunder is procured by a syndication of more then five (5) insurers then the foregoing requirements shall not be violated if at least (i) sixty percent (60%) of the coverage is with carriers having a claims paying ability rating of "AA" or better by Standard & Poor's and "Aa2" or better by Moody's and (ii) each other carrier providing coverage has a claims paying ability rating of "BBB-" or better by Standard & Poor's and Fitch Ratings and "Baa3" or better by Moody's. The Policies (i) shall name Lender (or an agent on Lender's behalf) and its successors and/or assigns as their interest may appear as an additional insured or as a loss payee (except that in the case of general liability insurance, Lender (or an agent on Lender's behalf) shall be named an additional insured and not a loss payee); (ii) shall contain a Non-Contributory Standard Lender Clause and, except with respect to general liability insurance, a Lender's Loss Payable Endorsement, or their equivalents, naming Lender as the Person to which all payments made by such insurance company shall be paid; (iii) shall include effective waivers by the insurer of all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than Borrowers) and all rights of subrogation against any loss payee, additional insured or named insured; (iv) shall be assigned to Lender; (v) except as otherwise provided above, shall be subject to a deductible, if any, not greater in any material respect than the deductible for such coverage on the date hereof; (vi) shall contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including endorsements providing that neither Borrowers, Lender nor any other party shall be a Contributor-insurer under said Policies and that no material modification, reduction, cancellation or termination in amount of, or material change (other than an increase) in, coverage of any of the Policies shall be effective until at least thirty (30) days after receipt by each named insured, additional insured and loss payee of written notice thereof or ten (10) days after receipt of such notice with respect to nonpayment of premium; (vii) shall permit Lender to pay the premiums and continue any insurance upon failure of Borrowers to pay premiums when due, upon the insolvency of Borrowers or through foreclosure or other transfer of title to the applicable Property (it being understood that Borrowers' rights to coverage under such policies may not be assignable without the consent of the insurer); and (viii) shall provide that any proceeds shall be payable to Lender and that the insurance shall not be impaired or invalidated by virtue of (A) any act, failure to act, negligence of, or violation of declarations, warranties or conditions contained in such policy by any Borrower, Lender or any other named insured, additional insured or loss payee, except for the willful misconduct of Lender knowingly in violation of the conditions of such policy, (B) the occupation, use, operation or maintenance of the applicable Property for purposes more hazardous than permitted by the terms of the Policy, (C) any foreclosure or other proceeding or notice of sale relating to the applicable Property, or (D) any change in the possession of the applicable Property without a change in the identity of the holder of actual title to such Property (provided that with respect to items (C) and (D), any notice requirements of the applicable Policies are satisfied). Notwithstanding the foregoing, for purposes hereof, Lender hereby approves the existing blanket insurance policy.

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners, at their sole cost and expense, for the mutual benefit of the Property Owners and Lender, to keep each Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.” Such insurance (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation), or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan Agreement)), and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm insurance, deductibles no greater than 5% of the full replacement cost of each Property). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “Replacement Cost Endorsement” with a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners, at their sole cost and expense, for the mutual benefit of Borrower Borrowers and Lender, also to obtain and maintain the following policies of insurance: (i) Flood insurance if any part of any Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” (an “Affected Property” and collectively the “Affected Properties”) and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Second Mezzanine Loan outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (ii) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners and all related court costs and attorneys’ fees and disbursements; (iii) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and shall include an endorsement providing 12 months extended period of indemnity. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the Properties; (v) Worker’s compensation insurance with respect to all employees of Property Owner as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vi) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (vii) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable Property;

Insurance Casualty and Condemnation. (a) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners8.1.1 Borrower, at their sole cost and expense, for the mutual benefit of the Property Owners Borrower and Lender, to shall keep each the Property insured and obtain and maintain policies of insurance insuring against loss or damage by standard perils included within the classification “All Risks of Physical Loss.Special Cause Loss Form” including earthquake damage to the extent required by Section 8.1.2(h) hereof. Such insurance (other than earthquake insurance) (i) shall be in an aggregate amount equal to the then full replacement cost of each Property and the Equipment (without deduction for physical depreciation)$400,000,000, or such lesser amounts approved by the Senior Lender in its sole discretion (or after a Senior Loan Securitization, upon receipt of a Rating Confirmation (as defined in the Senior Loan AgreementConfirmation), and (ii) shall have deductibles no greater than $500,000 (as escalated by the CPI Increase) (or, with respect to windstorm the Property insurance, deductibles no greater than 5% of the full replacement cost of each Propertyamounts set forth on Schedule 8.1 attached hereto). The policies of insurance carried in accordance with this paragraph shall be paid annually in advance and shall contain a “Replacement Cost Endorsement” with ”, no coinsurance and a waiver of depreciation. (b) Borrowers shall cause First Mezzanine Borrowers to cause the Property Owners8.1.2 Borrower, at their its sole cost and expense, for the mutual benefit of Borrower and Lender, shall also to obtain and maintain the following policies of insurance: (ia) Flood insurance if any part of any the Property is located in an area identified by the Federal Emergency Management Agency as an area federally designated a “100 year flood plain” or “special hazard area” (an “Affected Property” including Zones A, B, C, V, X and collectively the “Affected Properties”shaded X areas) and (A) flood insurance is generally available at reasonable premiums and in such amount as generally required by institutional lenders for similar properties or (B) if not so available from a private carrier, from the federal government at commercially reasonable premiums to the extent available. In either case, the flood insurance shall be in an amount at least equal to the aggregate principal amount of the Loan, the Senior Loan and the First Mezzanine Loan outstanding from time to time or the maximum limit of coverage available with respect to the applicable Property under said program, whichever is less; provided, however, notwithstanding the foregoing, Borrowers shall cause Property Owners to maintain at all times flood insurance in an amount equal to at least $81,000,000 (per occurrence) for the Affected Properties; (iib) Commercial general liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages and containing minimum limits per occurrence of $1,000,000 with a $2,000,000 general aggregate for any policy year. In addition, at least $50,000,000 100,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for claims, including legal liability imposed upon Property Owners Borrower and all related court costs and attorneys’ fees and disbursements; (iiic) Rental loss and/or business interruption insurance in an amount sufficient to avoid any co-insurance penalty and equal to the greater of (A) the estimated gross revenues from the operation of the applicable Property (including (x) the total payable under the Leases and all Rents and (y) the total of all other amounts to be received by the Property Owners Borrower or third parties that are the legal obligation of the Tenants), net of non-recurring expenses, for a period of up to the next succeeding eighteen (18) months, or (B) the projected Operating Expenses (including debt service) for the maintenance and operation of the applicable Property for a period of up to the next succeeding eighteen (18) months as the same may be reduced or increased from time to time due to changes in such Operating Expenses and Expenses. Borrower shall include an endorsement providing 12 months extended also provide coverage under this clause (iii) for the twelve (12) month period commencing on the date the restoration of indemnitythe property is complete. The amount of such insurance shall be increased from time to time as and when the Rents increase or the estimates of (or the actual) gross revenue, as may be applicable, increases or decreases to the extent Rents or the estimates of gross revenue decrease; (ivd) 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 in any of the Improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available at reasonable premiums and are generally required by institutional lenders for properties comparable to the PropertiesProperty; (ve) Worker’s compensation insurance with respect to all employees of Property Owner Borrower as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $2,000,000 1,000,000 which is scheduled to the excess and/or umbrella liability insurance as referenced in clause (ii) above; (vif) During any period of repair or restoration, completed value (non-reporting) builder’s “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Property against such risks (including fire and extended coverage and collapse of the Improvements to agreed limits) as Lender may request, in form and substance acceptable to Lender; (viig) Coverage to compensate for the cost of demolition and the increased cost of construction for the applicable PropertyProperty in an amount satisfactory to Lender;